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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, 2010
 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
 þ o
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:




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TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. [Removed and Reserved]PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures about Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-10.17.4EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1    Table of Contents  
 PART I
 
 Item 1. Business.
 General
      Financial Overview and Recent Developments
 Touchstone Wireless Acquisition.
 Revenue and units handled.
 2




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European Centers of Excellence
 Americas Centers of Excellence
 EMEA Shared Services Center
 Amendment to Global Credit Facility
 Share Repurchase Program.
 3




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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 circuit boards, 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, smartphones, tablets, netbooks and
e-readers, 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 provide
subscribers and potential subscribers with an access point, either physical or on-line, to
purchase a subscription and/or a wireless device. Certain  supply chain management
providers provide repair and remanufacture services for wireless devices and related
products as well as the disposal of end-of-life products.
  Generation
    
    Technology Standards2G Digital
    
    TDMA, CDMA, GSM, iDEN2.5G Digital
    
    GPRS, EDGE, CDMA 1xRTT3G Digital
    
    W-CDMA/UMTS, CDMA 1xEV-DO, HSDPA3.5G Digital
    
    HC-SDMA, E-UTRA, WiMAX4G
    
    LTE Advanced, HSPA/HSPA+
  4




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Smartphones.
 Increasing Subscribers.
 Next Generation Systems.
 New or Expanding Industry Participants.
 5




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Tablets.
 Pricing Factors and Average Selling Prices.
 Our Business
  Logistic Services (which we sometimes refer to as Supply Chain Solutions) .
  Repair and Remanufacture Services
  Activation Services.
 6




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Prepaid Airtime.
 Product Distribution (which we sometimes refer to as Channel Sales and Services) .
   Our Strategy
   7




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Expanding.
  Optimizing.
  Differentiating
  Customers
  Mobile Operators and MVNOs:
 8




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Dealers and Agents:
 Mass Retailers:
 Other Distributors:
   Purchasing and Suppliers
    9




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Sales and Marketing
   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
   10




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Logistic Services.
  Repair and Remanufacture Services
  Activation Services.
  Prepaid Airtime.
  Product Distribution.
 11




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Information Systems
  Employees
  Segment and Geographic Financial Information
  12




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Item 1A. Risk Factors.
  General risks related to our operations
 Our operations could be harmed by fluctuations in regional demand patterns and economic factors.
 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.
   We depend on our computer and communications systems.
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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.
  Our business growth strategy includes acquisitions.
  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 .
  Rapid technological changes in the global wireless industry could render our services or the
products we handle obsolete or less marketable.
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The global wireless industry is intensely competitive and we may not be able to continue to compete
successfully in this industry.
 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 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.
 15




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Our future operating results will depend on our ability to continue to increase volumes and
maintain margins.
 Natural disasters, epidemics, hostilities and terrorist acts could disrupt our operations.
 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.
 A global economic downturn could cause a severe disruption in our operations.
 
    
    Counterparty risk:
 o
    
    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.
 
    
    Liquidity:
 o
    
    Liquidity could be reduced 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, our customers and our creditors.o
    
    Credit insurers could drop coverage on our customers and increase
premiums, deductibles and co-insurance levels on our remaining or prospective
coverage.o
    
    Our suppliers could tighten trade credit which could negatively impact
our liquidity.o
    
    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 to retain our current accounts receivable
factoring arrangements in Spain and Germany or secure new accounts receivable
factoring agreements.
 16




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
    
    Demand:
 o
    
    A global recession could result in severe job losses and lower consumer
confidence, which could cause a decrease in demand for our products and services.
 
    
    Prices:
 o
    
    Certain markets could experience deflation, which could negatively impact
our average selling price and revenue.
 Our implementation of European and North American Centers of Excellence may not be successful.
 Our business strategy includes entering into relationships and financing that may provide us with
minimal returns or losses on our investments .
 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 may not be able to grow at our historical or current rates or effectively manage future growth.
 17




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We are subject to certain personnel related issues.
   We depend on third parties to manufacture products that we distribute and, accordingly, rely on
their quality control procedures.
 We have debt facilities that could prevent us from borrowing additional funds, if needed.
 We rely on our suppliers to provide trade credit and 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;
 18




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
    
    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.
  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 changes 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.
  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.
  19




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There are amounts of our securities issuable pursuant to our Amended and Restated 2004 Long-Term
Incentive 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
    
    
    15
    
    
    
    2,282,955Asia-Pacific
    
    
    7
    
    
    
    132,788Europe, Middle East and Africa
    
    
    16
    
    
    
    584,33238
    
    
    
    3,000,075
 
 (1)
    
    Refers to facilities operated by the Company that are greater than 1,000 square feet.  
 Item 3. Legal Proceedings.
  
 Item 4. [Removed and Reserved]
 20




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  2010
    
    High
    
    LowFirst Quarter
    
    $
    8.00
    
    
    $
    5.71Second Quarter
    
    
    8.45
    
    
    
    6.98Third Quarter
    
    
    8.17
    
    
    
    5.85Fourth Quarter
    
    
    9.42
    
    
    
    6.83
 2009
    
    High
    
    LowFirst Quarter
    
    $
    5.44
    
    
    $
    3.06Second Quarter
    
    
    6.83
    
    
    
    4.14Third Quarter
    
    
    9.29
    
    
    
    5.14Fourth Quarter
    
    
    9.03
    
    
    
    6.91
  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
    21




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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
   22




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COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG BRIGHTPOINT, INC., NASDAQ
MARKET INDEX, S&P SMALLCAP 600 INDEX,
MORNINGSTAR GROUP INDEX, AND HEMSCOTT GROUP INDEX
 
 
 2005
    
    2006
    
    2007
    
    2008
    
    2009
    
    2010Brightpoint, Inc.
    
    $
    100.00
    
    
    $
    87.30
    
    
    $
    99.70
    
    
    $
    28.24
    
    
    $
    47.71
    
    
    $
    56.67NASDAQ Market Index
    
    $
    100.00
    
    
    $
    110.25
    
    
    $
    121.88
    
    
    $
    73.10
    
    
    $
    106.22
    
    
    $
    125.36S&P SmallCap 600
    
    $
    100.00
    
    
    $
    115.12
    
    
    $
    114.78
    
    
    $
    79.11
    
    
    $
    99.34
    
    
    $
    125.48Morningstar Group Index
    
    $
    100.00
    
    
    $
    103.30
    
    
    $
    104.41
    
    
    $
    55.11
    
    
    $
    86.12
    
    
    $
    109.65Hemscott Group Index
    
    $
    100.00
    
    
    $
    108.47
    
    
    $
    120.95
    
    
    $
    75.75
    
    
    $
    119.15
    
    
    $
    132.06
 23




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##### Table of Contents



Item 6. Selected Financial Data.
  Year Ended December 31,2010(1)
    
    2009(1)
    
    2008(1)
    
    2007(1)
    
    2006(1)Revenue
    
    $
    3,593,239
    
    
    $
    3,166,579
    
    
    $
    4,331,252
    
    
    $
    4,089,625
    
    
    $
    2,397,193Gross profit
    
    
    314,623
    
    
    
    274,527
    
    
    
    323,883
    
    
    
    259,255
    
    
    
    150,867Operating income (loss) from continuing
operations
    
    
    60,409
    
    
    
    36,633
    
    
    
    (282,124
    )
    
    
    62,428
    
    
    
    49,669Income (loss) from continuing operations
    
    
    38,845
    
    
    
    40,825
    
    
    
    (325,450
    )
    
    
    46,158
    
    
    
    37,777Total gain (loss) from discontinued operations,
net of income taxes
    
    
    (8,727
    )
    
    
    (14,269
    )
    
    
    (16,303
    )
    
    
    1,582
    
    
    
    (2,167
    )Net income (loss) attributable to common
shareholders
    
    
    30,118
    
    
    
    26,556
    
    
    
    (342,114
    )
    
    
    47,394
    
    
    
    35,610Earnings (loss) per share  basic:(2)Income (loss) from continuing operations
    
    $
    0.56
    
    
    $
    0.51
    
    
    $
    (4.16
    )
    
    $
    0.75
    
    
    $
    0.77Discontinued operations
    
    
    (0.12
    )
    
    
    (0.18
    )
    
    
    (0.21
    )
    
    
    0.03
    
    
    
    (0.04
    )Net income (loss)
    
    $
    0.44
    
    
    $
    0.33
    
    
    $
    (4.37
    )
    
    $
    0.78
    
    
    $
    0.73Earnings (loss) per share  diluted:(2)Income (loss) from continuing operations
    
    $
    0.55
    
    
    $
    0.50
    
    
    $
    (4.16
    )
    
    $
    0.73
    
    
    $
    0.75Discontinued operations
    
    
    (0.12
    )
    
    
    (0.17
    )
    
    
    (0.21
    )
    
    
    0.02
    
    
    
    (0.05
    )Net income (loss)
    
    $
    0.43
    
    
    $
    0.33
    
    
    $
    (4.37
    )
    
    $
    0.75
    
    
    $
    0.70
 2010
    
    2009
    
    2008
    
    2007
    
    2006Working capital
    
    $
    30,312
    
    
    $
    148,452
    
    
    $
    234,741
    
    
    $
    525,778
    
    
    $
    159,760Total assets
    
    
    1,247,841
    
    
    
    1,013,991
    
    
    
    1,146,360
    
    
    
    1,972,361
    
    
    
    778,353Long-term obligations
    
    
    90,000
    
    
    
    97,017
    
    
    
    175,607
    
    
    
    441,521
    
    
    
    3,750Total liabilities
    
    
    1,003,488
    
    
    
    737,064
    
    
    
    895,796
    
    
    
    1,370,778
    
    
    
    583,525Shareholders equity
    
    
    244,353
    
    
    
    276,927
    
    
    
    250,564
    
    
    
    600,765
    
    
    
    194,828
 
 (1)
    
    The consolidated statements of operations reflect the reclassification of the results of
operations of our Italy, France, Poland, Philippines, Turkey and locally branded PC notebook
business in Slovakia to discontinued operations for all periods presented in accordance with U.S.
generally accepted accounting principles. Operating data includes certain items that were recorded
in the years presented as follows: restructuring charges in 2010, 2009, 2008, 2007, and 2006; $7.7
million non-cash gain on settlement of an indemnification claim in 2009; $16.3 million of tax
benefits in 2009; $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;
$16.1 million of tax benefits in 2007; and the results of operations of the acquired CellStar and
Dangaard operations 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) effective on May 31, 2006. 24




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 OVERVIEW AND RECENT DEVELOPMENTS
     Touchstone Wireless Acquisition.
 Revenue and units handled.
 25




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Amendment to Global Credit Facility
 Share Repurchase Program.
 Americas Centers of Excellence
  26




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2010 RESULTS OF OPERATIONS
 Revenue and units handled by division and service line
 Year Ended December 31,% of
    
    
    
    
    
    % of2010
    
    Total
    
    2009
    
    Total
    
    Change(Amounts in 000s)Distribution revenueAmericas
    
    $
    433,367
    
    
    
    13
    %
    
    $
    448,086
    
    
    
    16
    %
    
    
    (3
    %)Asia-Pacific
    
    
    953,535
    
    
    
    29
    %
    
    
    834,906
    
    
    
    30
    %
    
    
    14
    %Europe, Middle East and Africa
    
    
    1,871,572
    
    
    
    58
    %
    
    
    1,527,362
    
    
    
    54
    %
    
    
    23
    %Total
    
    $
    3,258,474
    
    
    
    100
    %
    
    $
    2,810,354
    
    
    
    100
    %
    
    
    16
    %Logistic services revenueAmericas
    
    $
    222,178
    
    
    
    66
    %
    
    $
    192,276
    
    
    
    54
    %
    
    
    16
    %Asia-Pacific
    
    
    38,430
    
    
    
    12
    %
    
    
    33,631
    
    
    
    9
    %
    
    
    14
    %Europe, Middle East and Africa
    
    
    74,157
    
    
    
    22
    %
    
    
    130,318
    
    
    
    37
    %
    
    
    (43
    %)Total
    
    $
    334,765
    
    
    
    100
    %
    
    $
    356,225
    
    
    
    100
    %
    
    
    (6
    %)Total revenueAmericas
    
    $
    655,545
    
    
    
    18
    %
    
    $
    640,362
    
    
    
    20
    %
    
    
    2
    %Asia-Pacific
    
    
    991,965
    
    
    
    28
    %
    
    
    868,537
    
    
    
    28
    %
    
    
    14
    %Europe, Middle East and Africa
    
    
    1,945,729
    
    
    
    54
    %
    
    
    1,657,680
    
    
    
    52
    %
    
    
    17
    %Total
    
    $
    3,593,239
    
    
    
    100
    %
    
    $
    3,166,579
    
    
    
    100
    %
    
    
    13
    %
 Year Ended December 31,% of
    
    
    
    
    
    % of2010
    
    Total
    
    2009
    
    Total
    
    Change(Amounts in 000s)Wireless devices sold
through distributionAmericas
    
    
    2,683
    
    
    
    14
    %
    
    
    2,974
    
    
    
    15
    %
    
    
    (10
    %)Asia-Pacific
    
    
    5,423
    
    
    
    28
    %
    
    
    6,420
    
    
    
    34
    %
    
    
    (16
    %)Europe, Middle East and Africa
    
    
    11,296
    
    
    
    58
    %
    
    
    9,659
    
    
    
    51
    %
    
    
    17
    %Total
    
    
    19,402
    
    
    
    100
    %
    
    
    19,053
    
    
    
    100
    %
    
    
    2
    %Wireless devices handled
through logistic servicesAmericas
    
    
    67,337
    
    
    
    85
    %
    
    
    55,995
    
    
    
    87
    %
    
    
    20
    %Asia-Pacific
    
    
    3,662
    
    
    
    5
    %
    
    
    2,686
    
    
    
    4
    %
    
    
    36
    %Europe, Middle East and Africa
    
    
    8,401
    
    
    
    10
    %
    
    
    5,532
    
    
    
    9
    %
    
    
    52
    %Total
    
    
    79,400
    
    
    
    100
    %
    
    
    64,213
    
    
    
    100
    %
    
    
    24
    %Total wireless devices handledAmericas
    
    
    70,020
    
    
    
    71
    %
    
    
    58,969
    
    
    
    71
    %
    
    
    19
    %Asia-Pacific
    
    
    9,085
    
    
    
    9
    %
    
    
    9,106
    
    
    
    11
    %
    
    
    0
    %Europe, Middle East and Africa
    
    
    19,697
    
    
    
    20
    %
    
    
    15,191
    
    
    
    18
    %
    
    
    30
    %Total
    
    
    98,802
    
    
    
    100
    %
    
    
    83,266
    
    
    
    100
    %
    
    
    19
    %
 27




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2010 Percentage Change in Revenue vs. 2009Non-
    
    
    
    
    
    TotalWireless
    
    Average
    
    handset
    
    
    
    
    
    Percentagedevices
    
    Selling
    
    based
    
    Foreign
    
    Change inhandled (1)
    
    Price (2)
    
    revenue (3)
    
    Currency
    
    RevenueYear ended December 31, 2010:Distribution
    
    
    3
    %
    
    
    17
    %
    
    
    (3
    %)
    
    
    (1
    %)
    
    
    16
    %Logistic services
    
    
    7
    %
    
    
    (3
    %)
    
    
    (11
    %)
    
    
    1
    %
    
    
    (6
    %)Total
    
    
    3
    %
    
    
    14
    %
    
    
    (4
    %)
    
    
    0
    %
    
    
    13
    %
 
 (1)
    
    Wireless devices handled 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 do not include changes in reported wireless devices. Revenue and wireless devices handled by division:
 Year Ended December 31,Americas
    
    
    
    
    
    % of
    
    
    
    
    
    % of(Amounts in 000s)
    
    2010
    
    Total
    
    2009
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    433,367
    
    
    
    66
    %
    
    $
    448,086
    
    
    
    70
    %
    
    
    (3
    %)Logistic services
    
    
    222,178
    
    
    
    34
    %
    
    
    192,276
    
    
    
    30
    %
    
    
    16
    %Total
    
    $
    655,545
    
    
    
    100
    %
    
    $
    640,362
    
    
    
    100
    %
    
    
    2
    %WIRELESS DEVICES
HANDLED :Distribution
    
    
    2,683
    
    
    
    4
    %
    
    
    2,974
    
    
    
    5
    %
    
    
    (10
    %)Logistic services
    
    
    67,337
    
    
    
    96
    %
    
    
    55,995
    
    
    
    95
    %
    
    
    20
    %Total
    
    
    70,020
    
    
    
    100
    %
    
    
    58,969
    
    
    
    100
    %
    
    
    19
    %
 28




---



##### Table of Contents



2010 Percentage Change in Revenue vs. 2009Non-
    
    
    
    
    
    TotalWireless
    
    Average
    
    handset
    
    
    
    
    
    Percentagedevices
    
    Selling
    
    based
    
    Foreign
    
    Change inhandled
    
    Price
    
    revenue
    
    Currency
    
    RevenueYear ended December 31, 2010:Distribution
    
    
    (9
    %)
    
    
    8
    %
    
    
    (2
    %)
    
    
    0
    %
    
    
    (3
    %)Logistic services
    
    
    8
    %
    
    
    0
    %
    
    
    8
    %
    
    
    0
    %
    
    
    16
    %Total
    
    
    (4
    %)
    
    
    5
    %
    
    
    1
    %
    
    
    0
    %
    
    
    2
    %
   Year Ended December 31,Asia-Pacific
    
    % of
    
    
    
    
    
    % of(Amounts in 000s)
    
    2010
    
    Total
    
    2009
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    953,535
    
    
    
    96
    %
    
    $
    834,906
    
    
    
    96
    %
    
    
    14
    %Logistic services
    
    
    38,430
    
    
    
    4
    %
    
    
    33,631
    
    
    
    4
    %
    
    
    14
    %Total
    
    $
    991,965
    
    
    
    100
    %
    
    $
    868,537
    
    
    
    100
    %
    
    
    14
    %WIRELESS DEVICES
HANDLED :Distribution
    
    
    5,423
    
    
    
    60
    %
    
    
    6,420
    
    
    
    71
    %
    
    
    (16
    %)Logistic services
    
    
    3,662
    
    
    
    40
    %
    
    
    2,686
    
    
    
    29
    %
    
    
    36
    %Total
    
    
    9,085
    
    
    
    100
    %
    
    
    9,106
    
    
    
    100
    %
    
    
    0
    %
  29




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##### Table of Contents



2010 Percentage Change in Revenue vs. 2009Non-
    
    
    
    
    
    TotalWireless
    
    Average
    
    handset
    
    
    
    
    
    Percentagedevices
    
    Selling
    
    based
    
    Foreign
    
    Change inhandled
    
    Price
    
    revenue
    
    Currency
    
    RevenueYear ended December 31, 2010:Distribution
    
    
    (28
    %)
    
    
    40
    %
    
    
    (1
    %)
    
    
    3
    %
    
    
    14
    %Logistic services
    
    
    11
    %
    
    
    (15
    %)
    
    
    13
    %
    
    
    5
    %
    
    
    14
    %Total
    
    
    (26
    %)
    
    
    38
    %
    
    
    (1
    %)
    
    
    3
    %
    
    
    14
    %
    Year Ended December 31,Europe, Middle East and Africa
    
    
    
    
    
    % of
    
    
    
    
    
    % of(Amounts in 000s)
    
    2010
    
    Total
    
    2009
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    1,871,572
    
    
    
    96
    %
    
    $
    1,527,362
    
    
    
    92
    %
    
    
    23
    %Logistic services
    
    
    74,157
    
    
    
    4
    %
    
    
    130,318
    
    
    
    8
    %
    
    
    (43
    %)Total
    
    $
    1,945,729
    
    
    
    100
    %
    
    $
    1,657,680
    
    
    
    100
    %
    
    
    17
    %WIRELESS DEVICES HANDLED :Distribution
    
    
    11,296
    
    
    
    57
    %
    
    
    9,659
    
    
    
    64
    %
    
    
    17
    %Logistic services
    
    
    8,401
    
    
    
    43
    %
    
    
    5,532
    
    
    
    36
    %
    
    
    52
    %Total
    
    
    19,697
    
    
    
    100
    %
    
    
    15,191
    
    
    
    100
    %
    
    
    30
    %
  30




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##### Table of Contents



2010 Percentage Change in Revenue vs. 2009Non-
    
    
    
    
    
    TotalWireless
    
    Average
    
    handset
    
    
    
    
    
    Percentagedevices
    
    Selling
    
    based
    
    Foreign
    
    Change inhandled
    
    Price
    
    revenue
    
    Currency
    
    RevenueYear ended December 31, 2010:Distribution
    
    
    23
    %
    
    
    6
    %
    
    
    (3
    %)
    
    
    (3
    %)
    
    
    23
    %Logistic services
    
    
    4
    %
    
    
    (4
    %)
    
    
    (44
    %)
    
    
    1
    %
    
    
    (43
    %)Total
    
    
    21
    %
    
    
    5
    %
    
    
    (7
    %)
    
    
    (2
    %)
    
    
    17
    %
   Gross Profit and Gross Margin
 Year Ended December 31,% of
    
    
    
    
    
    % of2010
    
    Total
    
    2009
    
    Total
    
    Change(Amounts in 000s)Distribution
    
    $
    150,613
    
    
    
    48
    %
    
    $
    118,193
    
    
    
    43
    %
    
    
    27
    %Logistic services
    
    
    164,010
    
    
    
    52
    %
    
    
    156,334
    
    
    
    57
    %
    
    
    5
    %Gross profit
    
    $
    314,623
    
    
    
    100
    %
    
    $
    274,527
    
    
    
    100
    %
    
    
    15
    %Distribution
    
    
    4.6
    %
    
    
    
    
    
    
    4.2
    %
    
    
    
    
    
    
    0.4
    pointsLogistic services
    
    
    49.0
    %
    
    
    
    
    
    
    43.9
    %
    
    
    
    
    
    
    5.1
    pointsGross margin
    
    
    8.8
    %
    
    
    
    
    
    
    8.7
    %
    
    
    
    
    
    
    0.1
    points
   31




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##### Table of Contents



Selling General and Administrative (SG&A) Expenses
 Year Ended December 31,2010
    
    2009
    
    Change(Amounts in 000s)SG&A expenses
    
    $
    230,034
    
    
    $
    207,167
    
    
    
    (11.0
    %)
    Amortization Expense
  Restructuring Charge
   32




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##### Table of Contents



Operating Income (Loss) from Continuing Operations
 Year Ended December 31,% of
    
    
    
    
    
    % of2010
    
    Total
    
    2009
    
    Total
    
    Change(Amounts in 000s)Americas
    
    $
    52,226
    
    
    
    87
    %
    
    $
    51,832
    
    
    
    141
    %
    
    
    1
    %Asia-Pacific
    
    
    26,640
    
    
    
    44
    %
    
    
    24,775
    
    
    
    68
    %
    
    
    8
    %Europe, Middle East and Africa
    
    
    26,210
    
    
    
    43
    %
    
    
    (3,567
    )
    
    
    (10
    %)
    
    NMCorporate
    
    
    (44,667
    )
    
    
    (74
    %)
    
    
    (36,407
    )
    
    
    (99
    %)
    
    
    (23
    %)Total
    
    $
    60,409
    
    
    
    100
    %
    
    $
    36,633
    
    
    
    100
    %
    
    
    65
    %
 
 NM = Not meaningful  Year Ended December 31,2010
    
    2009
    
    ChangeAmericas
    
    
    8.0
    %
    
    
    8.1
    %
    
    
    (0.1
    ) pointsAsia-Pacific
    
    
    2.7
    %
    
    
    2.9
    %
    
    
    (0.2
    ) pointsEurope, Middle East and
Africa
    
    
    1.3
    %
    
    
    (0.2
    %)
    
    
    1.5
    pointsTotal
    
    
    1.7
    %
    
    
    1.2
    %
    
    
    0.5
    points
     33




---



##### Table of Contents



Interest, net
 Year Ended December 31,2010
    
    2009
    
    Change(Amounts in 000s)Interest expense
    
    $
    9,166
    
    
    $
    9,453
    
    
    
    3
    %Interest income
    
    
    (1,400
    )
    
    
    (776
    )
    
    
    80
    %Interest, net
    
    $
    7,766
    
    
    $
    8,677
    
    
    
    11
    %
   Legal settlement
  Other (Income) Expense
 Year Ended December 31,2010
    
    2009
    
    Change(Amounts in 000s)Other (income) expense
    
    $
    (51
    )
    
    $
    265
    
    
    
    119
    %
  Income Tax Expense (Benefit)
 Year Ended December 31,2010
    
    2009
    
    Change(Amounts in 000s)Income tax expense (benefit)
    
    $
    12,997
    
    
    $
    (5,434
    )
    
    NMEffective tax rate
    
    
    25.1
    %
    
    NM    
    
    NM
 
 NM = not meaningful   34




---



##### Table of Contents



Discontinued Operations
  Year Ended December 31,2010
    
    
    2009Revenue
    
    $
    1,044
    
    
    $
    44,942Loss from discontinued operations before income
taxes
    
    $
    (8,646
    )
    
    $
    (12,617
    )Income tax expense
    
    
    35
    
    
    
    1,129Loss from discontinued operations
    
    $
    (8,681
    )
    
    $
    (13,746
    )Loss on disposal from discontinued operations (1)
    
    
    (46
    )
    
    
    (523
    )Total discontinued operations, net of income taxes
    
    $
    (8,727
    )
    
    $
    (14,269
    )
 
 (1)
    
    Loss on disposal of discontinued operations for the years ended December 31, 2010 and
2009 primarily relate to cumulative currency translation adjustments. 35




---



##### Table of Contents



2009 RESULTS OF OPERATIONS
 Revenue and units handled by division and service line
 Year Ended December 31,% of
    
    
    
    
    
    % of2009
    
    Total
    
    2008
    
    Total
    
    Change(Amounts in 000s)Distribution revenueAmericas
    
    $
    448,086
    
    
    
    16
    %
    
    $
    705,229
    
    
    
    18
    %
    
    
    (36
    %)Asia-Pacific
    
    
    834,906
    
    
    
    30
    %
    
    
    1,143,293
    
    
    
    29
    %
    
    
    (27
    %)Europe, Middle East and Africa
    
    
    1,527,362
    
    
    
    54
    %
    
    
    2,062,820
    
    
    
    53
    %
    
    
    (26
    %)Total
    
    $
    2,810,354
    
    
    
    100
    %
    
    $
    3,911,342
    
    
    
    100
    %
    
    
    (28
    %)Logistic services revenueAmericas
    
    $
    192,276
    
    
    
    54
    %
    
    $
    184,188
    
    
    
    44
    %
    
    
    4
    %Asia-Pacific
    
    
    33,631
    
    
    
    9
    %
    
    
    47,924
    
    
    
    11
    %
    
    
    (30
    %)Europe, Middle East and Africa
    
    
    130,318
    
    
    
    37
    %
    
    
    187,798
    
    
    
    45
    %
    
    
    (31
    %)Total
    
    $
    356,225
    
    
    
    100
    %
    
    $
    419,910
    
    
    
    100
    %
    
    
    (15
    %)Total revenueAmericas
    
    $
    640,362
    
    
    
    20
    %
    
    $
    889,417
    
    
    
    21
    %
    
    
    (28
    %)Asia-Pacific
    
    
    868,537
    
    
    
    28
    %
    
    
    1,191,217
    
    
    
    27
    %
    
    
    (27
    %)Europe, Middle East and Africa
    
    
    1,657,680
    
    
    
    52
    %
    
    
    2,250,618
    
    
    
    52
    %
    
    
    (26
    %)Total
    
    $
    3,166,579
    
    
    
    100
    %
    
    $
    4,331,252
    
    
    
    100
    %
    
    
    (27
    %)
 Year Ended December 31,% of
    
    
    
    
    
    % of2009
    
    Total
    
    2008
    
    Total
    
    Change(Amounts in 000s)Wireless devices sold through distributionAmericas
    
    
    2,974
    
    
    
    15
    %
    
    
    5,397
    
    
    
    23
    %
    
    
    (45
    %)Asia-Pacific
    
    
    6,420
    
    
    
    34
    %
    
    
    10,185
    
    
    
    42
    %
    
    
    (37
    %)Europe, Middle East and Africa
    
    
    9,659
    
    
    
    51
    %
    
    
    8,373
    
    
    
    35
    %
    
    
    15
    %Total
    
    
    19,053
    
    
    
    100
    %
    
    
    23,955
    
    
    
    100
    %
    
    
    (20
    %)Wireless devices handled through logistic servicesAmericas
    
    
    55,995
    
    
    
    87
    %
    
    
    51,577
    
    
    
    89
    %
    
    
    9
    %Asia-Pacific
    
    
    2,686
    
    
    
    4
    %
    
    
    2,014
    
    
    
    3
    %
    
    
    33
    %Europe, Middle East and Africa
    
    
    5,532
    
    
    
    9
    %
    
    
    4,566
    
    
    
    8
    %
    
    
    21
    %Total
    
    
    64,213
    
    
    
    100
    %
    
    
    58,157
    
    
    
    100
    %
    
    
    10
    %Total wireless devices handledAmericas
    
    
    58,969
    
    
    
    71
    %
    
    
    56,974
    
    
    
    69
    %
    
    
    4
    %Asia-Pacific
    
    
    9,106
    
    
    
    11
    %
    
    
    12,199
    
    
    
    15
    %
    
    
    (25
    %)Europe, Middle East and Africa
    
    
    15,191
    
    
    
    18
    %
    
    
    12,939
    
    
    
    16
    %
    
    
    17
    %Total
    
    
    83,266
    
    
    
    100
    %
    
    
    82,112
    
    
    
    100
    %
    
    
    1
    %
 36




---



##### Table of Contents



2009 Percentage Change in Revenue vs. 2008Non-
    
    
    
    
    
    TotalWireless
    
    Average
    
    handset
    
    
    
    
    
    Percentagedevices
    
    Selling
    
    based
    
    Foreign
    
    Change inhandled (1)
    
    Price (2)
    
    revenue (3)
    
    Currency
    
    RevenueYear ended December 31, 2009:Distribution
    
    
    (17
    %)
    
    
    (4
    %)
    
    
    (4
    %)
    
    
    (3
    %)
    
    
    (28
    %)Logistic services
    
    
    4
    %
    
    
    (3
    %)
    
    
    (16
    %)
    
    
    0
    %
    
    
    (15
    %)Total
    
    
    (15
    %)
    
    
    (4
    %)
    
    
    (5
    %)
    
    
    (3
    %)
    
    
    (27
    %)
 
 (1)
    
    Wireless devices handled
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
do not include changes in
reported wireless
devices. Revenue and wireless devices handled by division:
 Year Ended December 31,Americas
    
    
    
    
    
    % of
    
    
    
    
    
    % of(Amounts in 000s)
    
    2009
    
    Total
    
    2008
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    448,086
    
    
    
    70
    %
    
    $
    705,229
    
    
    
    79
    %
    
    
    (36
    %)Logistic services
    
    
    192,276
    
    
    
    30
    %
    
    
    184,188
    
    
    
    21
    %
    
    
    4
    %Total
    
    $
    640,362
    
    
    
    100
    %
    
    $
    889,417
    
    
    
    100
    %
    
    
    (28
    %)WIRELESS DEVICES HANDLED :Distribution
    
    
    2,974
    
    
    
    5
    %
    
    
    5,397
    
    
    
    9
    %
    
    
    (45
    %)Logistic services
    
    
    55,995
    
    
    
    95
    %
    
    
    51,577
    
    
    
    91
    %
    
    
    9
    %Total
    
    
    58,969
    
    
    
    100
    %
    
    
    56,974
    
    
    
    100
    %
    
    
    4
    %
 37




---



##### Table of Contents



2009 Percentage Change in Revenue vs. 2008Non-
    
    
    
    
    
    TotalWireless
    
    Average
    
    handset
    
    
    
    
    
    Percentagedevices
    
    Selling
    
    based
    
    Foreign
    
    Change inhandled
    
    Price
    
    revenue
    
    Currency
    
    RevenueYear ended December 31, 2009:Distribution
    
    
    (37
    %)
    
    
    2
    %
    
    
    0
    %
    
    
    (1
    %)
    
    
    (36
    %)Logistic services
    
    
    4
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    4
    %Total
    
    
    (29
    %)
    
    
    2
    %
    
    
    0
    %
    
    
    (1
    %)
    
    
    (28
    %)
   Year Ended December 31,Asia-Pacific
    
    
    
    
    
    % of
    
    
    
    
    
    % of(Amounts in 000s)
    
    2009
    
    Total
    
    2008
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    834,906
    
    
    
    96
    %
    
    $
    1,143,293
    
    
    
    96
    %
    
    
    (27
    %)Logistic services
    
    
    33,631
    
    
    
    4
    %
    
    
    47,924
    
    
    
    4
    %
    
    
    (30
    %)Total
    
    $
    868,537
    
    
    
    100
    %
    
    $
    1,191,217
    
    
    
    100
    %
    
    
    (27
    %)WIRELESS DEVICES HANDLED :Distribution
    
    
    6,420
    
    
    
    71
    %
    
    
    10,185
    
    
    
    83
    %
    
    
    (37
    %)Logistic services
    
    
    2,686
    
    
    
    29
    %
    
    
    2,014
    
    
    
    17
    %
    
    
    33
    %Total
    
    
    9,106
    
    
    
    100
    %
    
    
    12,199
    
    
    
    100
    %
    
    
    (25
    %)
 38




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##### Table of Contents



2009 Percentage Change in Revenue vs. 2008Non-
    
    
    
    
    
    TotalWireless
    
    Average
    
    handset
    
    
    
    
    
    Percentagedevices
    
    Selling
    
    based
    
    Foreign
    
    Change inhandled
    
    Price
    
    revenue
    
    Currency
    
    RevenueYear ended December 31, 2009:Distribution
    
    
    (31
    %)
    
    
    7
    %
    
    
    (1
    %)
    
    
    (2
    %)
    
    
    (27
    %)Logistic services
    
    
    22
    %
    
    
    (24
    %)
    
    
    (27
    %)
    
    
    (1
    %)
    
    
    (30
    %)Total
    
    
    (29
    %)
    
    
    5
    %
    
    
    (2
    %)
    
    
    (1
    %)
    
    
    (27
    %)
   Year Ended December 31,Europe, Middle East and Africa
    
    
    
    
    
    % of
    
    
    
    
    
    % of(Amounts in 000s)
    
    2009
    
    Total
    
    2008
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    1,527,362
    
    
    
    92
    %
    
    $
    2,062,820
    
    
    
    92
    %
    
    
    (26
    %)Logistic services
    
    
    130,318
    
    
    
    8
    %
    
    
    187,798
    
    
    
    8
    %
    
    
    (31
    %)Total
    
    $
    1,657,680
    
    
    
    100
    %
    
    $
    2,250,618
    
    
    
    100
    %
    
    
    (26
    %)WIRELESS DEVICES HANDLED :Distribution
    
    
    9,659
    
    
    
    64
    %
    
    
    8,373
    
    
    
    65
    %
    
    
    15
    %Logistic services
    
    
    5,532
    
    
    
    36
    %
    
    
    4,566
    
    
    
    35
    %
    
    
    21
    %Total
    
    
    15,191
    
    
    
    100
    %
    
    
    12,939
    
    
    
    100
    %
    
    
    17
    %
 39




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##### Table of Contents



2009 Percentage Change in Revenue vs. 2008Non-
    
    
    
    
    
    TotalWireless
    
    Average
    
    handset
    
    
    
    
    
    Percentagedevices
    
    Selling
    
    based
    
    Foreign
    
    Change inhandled
    
    Price
    
    revenue
    
    Currency
    
    RevenueYear ended December 31, 2009:Distribution
    
    
    (3
    %)
    
    
    (11
    %)
    
    
    (8
    %)
    
    
    (4
    %)
    
    
    (26
    %)Logistic services
    
    
    0
    %
    
    
    (2
    %)
    
    
    (29
    %)
    
    
    0
    %
    
    
    (31
    %)Total
    
    
    (3
    %)
    
    
    (10
    %)
    
    
    (9
    %)
    
    
    (4
    %)
    
    
    (26
    %)
   Gross Profit and Gross Margin
 Year Ended December 31,% of
    
    
    
    
    
    % of2009
    
    Total
    
    2008
    
    Total
    
    Change(Amounts in 000s)Distribution
    
    $
    118,193
    
    
    
    43
    %
    
    $
    169,611
    
    
    
    52
    %
    
    
    (30
    %)Logistic services
    
    
    156,334
    
    
    
    57
    %
    
    
    154,272
    
    
    
    48
    %
    
    
    1
    %Gross profit
    
    $
    274,527
    
    
    
    100
    %
    
    $
    323,883
    
    
    
    100
    %
    
    
    (15
    %)Distribution
    
    
    4.2
    %
    
    
    
    
    
    
    4.3
    %
    
    
    
    
    
    
    (0.1
    ) pointsLogistic services
    
    
    43.9
    %
    
    
    
    
    
    
    36.7
    %
    
    
    
    
    
    
    7.2
    pointsGross margin
    
    
    8.7
    %
    
    
    
    
    
    
    7.5
    %
    
    
    
    
    
    
    1.2
    points
   40




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Selling General and Administrative (SG&A) Expenses
 Year Ended December 31,2009
    
    2008
    
    Change(Amounts in 000s)SG&A expenses
    
    $
    207,167
    
    
    $
    248,376
    
    
    
    17
    %
    Impairment of Long-Lived Assets
  Amortization Expense
  Restructuring Charge
  41




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##### Table of Contents



Operating Income (Loss) from Continuing Operations
 Year Ended December 31,% of
    
    
    
    
    
    % of2009
    
    Total
    
    2008
    
    Total
    
    Change(Amounts in 000s)Americas
    
    $
    51,832
    
    
    
    141
    %
    
    $
    38,669
    
    
    
    (14
    %)
    
    
    34
    %Asia-Pacific
    
    
    24,775
    
    
    
    68
    %
    
    
    24,992
    
    
    
    (9
    %)
    
    
    (1
    %)Europe Middle East
and Africa
    
    
    (3,567
    )
    
    
    (10
    %)
    
    
    (312,732
    )
    
    
    111
    %
    
    
    99
    %Corporate
    
    
    (36,407
    )
    
    
    (99
    %)
    
    
    (33,053
    )
    
    
    12
    %
    
    
    (10
    %)Total
    
    $
    36,633
    
    
    
    100
    %
    
    $
    (282,124
    )
    
    
    100
    %
    
    
    113
    %
 
 NM = Not meaningful  Year Ended December 31,2009
    
    2008
    
    ChangeAmericas
    
    
    8.1
    %
    
    
    4.3
    %
    
    
    3.8
    pointsAsia-Pacific
    
    
    2.9
    %
    
    
    2.1
    %
    
    
    0.8
    pointsEurope Middle East and
Africa
    
    
    (0.2
    %)
    
    
    (13.9
    %)
    
    
    13.7
    pointsTotal
    
    
    1.2
    %
    
    
    (6.5
    %)
    
    
    7.7
    points
     42




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##### Table of Contents



Interest, net
  Year Ended December 31,2009
    
    2008
    
    Change(Amounts in 000s)Interest expense
    
    $
    9,453
    
    
    $
    21,680
    
    
    
    56
    %Interest income
    
    
    (776
    )
    
    
    (4,301
    )
    
    
    (82
    %)Interest, net
    
    $
    8,677
    
    
    $
    17,379
    
    
    
    50
    %
   Gain on indemnification settlement
  Other Expense
 Year Ended December 31,2009
    
    2008
    
    Change(Amounts in 000s)Other expense
    
    $
    265
    
    
    $
    2,532
    
    
    
    90
    %
   Income Tax Expense (Benefit)
 Year Ended December 31,2009
    
    2008(Amounts in 000s)Income tax expense (benefit)
    
    $
    (5,434
    )
    
    $
    23,415Effective tax rate
    
    NM
    
    NM
 
 NM=Not meaningful  43




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##### Table of Contents



Discontinued Operations
  Year Ended December 31,2009
    
    
    2008Revenue
    
    $
    44,942
    
    
    $
    326,797Loss from discontinued operations before income
taxes
    
    $
    (12,617
    )
    
    $
    (15,845
    )Income tax expense
    
    
    1,129
    
    
    
    1,042Loss from discontinued operations (1)
    
    $
    (13,746
    )
    
    $
    (16,887
    )Gain (loss) on disposal from discontinued
operations (2)
    
    
    (523
    )
    
    
    584Total discontinued operations, net of income taxes
    
    $
    (14,269
    )
    
    $
    (16,303
    )
 
 (1)
    
    Loss from 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.(2)
    
    Gain (loss) on disposal of discontinued operations for the years ended December 31,
2009 and 2008 primarily relate to cumulative currency translation adjustments. 44




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LIQUIDITY AND CAPITAL RESOURCES
 Consolidated Statement of Cash Flows
  Year Ended December 31,2010
    
    2009
    
    Change(Amounts in 000s)Net cash provided by (used in):Operating activities
    
    $
    160,446
    
    
    $
    163,814
    
    
    $
    (3,368
    )Investing activities
    
    
    (119,274
    )
    
    
    (50,362
    )
    
    
    (68,912
    )Financing activities
    
    
    (85,988
    )
    
    
    (97,975
    )
    
    
    11,987Effect of exchange rate changes on cash and cash
equivalents
    
    
    5,424
    
    
    
    8,347
    
    
    
    (2,923
    )Net increase (decrease) in cash and cash equivalents
    
    $
    (39,392
    )
    
    $
    23,824
    
    
    $
    (63,216
    )
    Cash Conversion Cycle
 Year Ended December 31,2010
    
    2009Days sales outstanding in accounts receivable
    
    
    36
    
    
    
    29Days inventory on-hand
    
    
    34
    
    
    
    25Days payable outstanding
    
    
    (72
    )
    
    
    (47
    )Cash Conversion Cycle Days
    
    
    (2
    )
    
    
    7
  45




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46




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##### Table of Contents



Year Ended December 31,(Dollar amounts in thousands)
    
    2010
    
    
    2009Days sales outstanding in accounts receivable:Continuing operations revenue
    
    $
    3,593,239
    
    
    $
    3,166,579Value-added taxes invoiced for continuing operations
    
    
    185,115
    
    
    
    183,407Total continuing operations revenue and value-added taxes
    
    $
    3,778,354
    
    
    $
    3,349,986Daily sales including value-added taxes
    
    
    10,352
    
    
    
    9,178Continuing operations ending accounts receivable
    
    $
    486,757
    
    
    $
    380,304Agency accounts receivable (1)
    
    
    (109,569
    )
    
    
    (112,158
    )Accounts receivable excluding agency receivables
    
    $
    377,188
    
    
    $
    268,146Days sales outstanding in accounts receivable(A)
    
    
    36
    
    
    
    29Days inventory on-hand:Continuing operations cost of revenue
    
    $
    3,278,616
    
    
    $
    2,892,052Indirect product and service costs
    
    
    (195,451
    )
    
    
    (166,686
    )Total continuing operations cost of products sold
    
    $
    3,083,165
    
    
    $
    2,725,366Daily cost of products sold
    
    
    8,447
    
    
    
    7,467Continuing operations ending inventory
    
    $
    311,857
    
    
    $
    212,825Agency inventory (1)
    
    
    (29,055
    )
    
    
    (27,090
    )Inventory excluding agency inventory
    
    $
    282,802
    
    
    $
    185,735Days inventory on-hand(B)
    
    
    34
    
    
    
    25Days payables outstanding in accounts payable:Daily cost of products sold
    
    $
    8,447
    
    
    $
    7,467Continuing operations ending accounts payable
    
    
    743,916
    
    
    
    484,463Agency accounts payable (1)
    
    
    (136,657
    )
    
    
    (137,010
    )Accounts payable excluding agency payables
    
    $
    607,259
    
    
    $
    347,453Days payable outstanding(C)
    
    
    72
    
    
    
    47Cash conversion cycle days (A+B-C)
    
    
    (2
    )
    
    
    7
 
 (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 ofGross
    
    
    
    
    
    Credit &
    
    NetAvailability
    
    Outstanding
    
    Guarantees
    
    AvailabilityGlobal Credit Facility
    
    
    450,000
    
    
    
    90,000
    
    
    
    912
    
    
    
    359,088Other
    
    
    46,500
    
    
    
    
    
    
    
    
    
    
    
    46,500Total
    
    $
    496,500
    
    
    $
    90,000
    
    
    $
    912
    
    
    $
    405,588
  47




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##### Table of Contents



Liquidity analysis
  December 31,2010
    
    2009
    

% Change(Amounts in 000s)Unrestricted cash
    
    $
    41,103
    
    
    $
    80,536
    
    
    
    (49
    %)Unused borrowing availability
    
    
    405,588
    
    
    
    345,665
    
    
    
    17
    %Liquidity
    
    $
    446,691
    
    
    $
    426,201
    
    
    
    5
    %
  Global Credit Facility
    
    Company ratio atRatio
    
    covenant
    
    December 31, 2010Maximum leverage ratio
    
    Not to exceed 3.0:1.0
    
    
    0.7:1.0Fixed charge coverage ratio
    
    Not below 2.0:1.0
    
    
    4.4:1.0
     48




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OFF-BALANCE SHEET ARRANGEMENTS
 , Transfers and Servicing
    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
    
    $
    36,908
    
    
    $
    13,207
    
    
    $
    14,936
    
    
    $
    5,806
    
    
    
    2,959Total borrowings
    
    
    90,408
    
    
    
    408
    
    
    
    
    
    
    
    90,000
    
    
    
    Interest on third party debt and lines of credit (1)
    
    
    13,163
    
    
    
    2,700
    
    
    
    5,400
    
    
    
    5,063
    
    
    
    Purchase obligations(2)
    
    
    14,175
    
    
    
    14,141
    
    
    
    34
    
    
    
    
    
    
    
    Pension obligation
    
    
    5,031
    
    
    
    
    
    
    
    250
    
    
    
    497
    
    
    
    4,284Letters of credit
    
    
    3,289
    
    
    
    3,289
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    162,974
    
    
    $
    33,745
    
    
    $
    20,620
    
    
    $
    101,366
    
    
    $
    7,243
 
 (1)
    
    Interest on third party debt is calculated based on the interest rate as of December 31, 2010
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. $11.3 million of
purchase obligations relates to an agreement to purchase a facility in the United States
during the first quarter of 2011.  49




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##### Table of Contents



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
    50




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##### Table of Contents



SEASONALITY
  Year
    
    1st Quarter
    
    2nd Quarter
    
    3rd Quarter
    
    4th Quarter2010
    
    
    22
    %
    
    
    24
    %
    
    
    26
    %
    
    
    28
    %2009
    
    
    23
    %
    
    
    24
    %
    
    
    26
    %
    
    
    27
    %2008
    
    
    24
    %
    
    
    25
    %
    
    
    25
    %
    
    
    26
    %
   Year
    
    1st Quarter
    
    2nd Quarter
    
    3rd Quarter
    
    4th Quarter2010
    
    
    23
    %
    
    
    23
    %
    
    
    25
    %
    
    
    29
    %2009
    
    
    22
    %
    
    
    23
    %
    
    
    26
    %
    
    
    29
    %2008
    
    
    26
    %
    
    
    24
    %
    
    
    24
    %
    
    
    26
    %
 FORWARD LOOKING AND CAUTIONARY STATEMENTS
  51




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##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures about Market Risk
 Concentration of Credit Risk
  Exchange Rate Risk Management
   Interest Rate Risk Management
  Derivatives & Hedging
 52




---



##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data.
 Index to Consolidated Financial Statements
 Consolidated Financial Statements of Brightpoint, Inc.
    
    PageConsolidated Statements of Operations
    
    
    54Consolidated Balance Sheets
    
    
    55Consolidated Statements of Cash Flows
    
    
    56Consolidated Statements of Shareholders Equity
    
    
    57Notes to Consolidated Financial Statements
    
    
    58Report of Independent Registered Public Accounting Firm
    
    
    82
 53




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##### Table of Contents



Brightpoint, Inc.
 
 Consolidated Statements of Operations
 Year Ended December 31,(Amounts in thousands, except per share data)
    
    2010
    
    2009
    
    2008RevenueDistribution revenue
    
    $
    3,258,474
    
    
    $
    2,810,354
    
    
    $
    3,911,342Logistic services revenue
    
    
    334,765
    
    
    
    356,225
    
    
    
    419,910Total revenue
    
    
    3,593,239
    
    
    
    3,166,579
    
    
    
    4,331,252Cost of revenueCost of distribution revenue
    
    
    3,107,861
    
    
    
    2,692,161
    
    
    
    3,741,731Cost of logistic services revenue
    
    
    170,755
    
    
    
    199,891
    
    
    
    265,638Total cost of revenue
    
    
    3,278,616
    
    
    
    2,892,052
    
    
    
    4,007,369Gross profit
    
    
    314,623
    
    
    
    274,527
    
    
    
    323,883Selling, general and administrative expenses
    
    
    230,034
    
    
    
    207,167
    
    
    
    248,376Touchstone acquisition expenses
    
    
    2,931
    
    
    
    
    
    
    
    Impairment of long-lived assets
    
    
    
    
    
    
    1,452
    
    
    
    Amortization expense
    
    
    15,024
    
    
    
    15,862
    
    
    
    18,246Goodwill impairment charge
    
    
    
    
    
    
    
    
    
    
    325,947Restructuring charge
    
    
    6,225
    
    
    
    13,413
    
    
    
    13,438Operating income (loss) from continuing operations
    
    
    60,409
    
    
    
    36,633
    
    
    
    (282,124
    )Interest, net
    
    
    7,766
    
    
    
    8,677
    
    
    
    17,379Loss on legal settlement
    
    
    852
    
    
    
    
    
    
    
    Gain on indemnification settlement
    
    
    
    
    
    
    (7,700
    )
    
    
    Other expense (income)
    
    
    (51
    )
    
    
    265
    
    
    
    2,532Income (loss) from continuing operations before income taxes
    
    
    51,842
    
    
    
    35,391
    
    
    
    (302,035
    )Income tax expense (benefit)
    
    
    12,997
    
    
    
    (5,434
    )
    
    
    23,415Income (loss) from continuing operations
    
    
    38,845
    
    
    
    40,825
    
    
    
    (325,450
    )Discontinued operations, net of income taxes:Gain (loss) from discontinued operations
    
    
    (8,681
    )
    
    
    (13,746
    )
    
    
    (16,887
    )Gain (loss) on disposal of discontinued operations
    
    
    (46
    )
    
    
    (523
    )
    
    
    584Total discontinued operations, net of income taxes
    
    
    (8,727
    )
    
    
    (14,269
    )
    
    
    (16,303
    )Net income (loss)
    
    
    30,118
    
    
    
    26,556
    
    
    
    (341,753
    )Net income (loss)attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    (361
    )Net income (loss) attributable to common shareholders
    
    $
    30,118
    
    
    $
    26,556
    
    
    $
    (342,114
    )Earnings (loss) per share attributable to common shareholders  basic:Income (loss)from continuing operations
    
    $
    0.56
    
    
    $
    0.51
    
    
    $
    (4.16
    )Discontinued operations, net of income taxes
    
    
    (0.12
    )
    
    
    (0.18
    )
    
    
    (0.21
    )Net income (loss)
    
    $
    0.44
    
    
    $
    0.33
    
    
    $
    (4.37
    )Earnings (loss) per share attributable to common shareholders  diluted:Income (loss) from continuing operations
    
    $
    0.55
    
    
    $
    0.50
    
    
    $
    (4.16
    )Discontinued operations, net of income taxes
    
    
    (0.12
    )
    
    
    (0.17
    )
    
    
    (0.21
    )Net income (loss)
    
    $
    0.43
    
    
    $
    0.33
    
    
    $
    (4.37
    )Weighted average common shares outstanding:Basic
    
    
    69,004
    
    
    
    80,422
    
    
    
    78,202Diluted
    
    
    70,194
    
    
    
    81,247
    
    
    
    78,202
 See accompanying notes
 54




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Brightpoint, Inc.
 
 Consolidated Balance Sheets
 December 31,
    
    
    December 31,(Amounts in thousands)
    
    2010
    
    
    2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    41,658
    
    
    $
    81,050Accounts receivable (less allowance for doubtful
accounts of $9,892 in 2010 and $12,205 in 2009)
    
    
    487,376
    
    
    
    382,973Inventories
    
    
    311,804
    
    
    
    212,909Other current assets
    
    
    75,068
    
    
    
    76,656Total current assets
    
    
    915,906
    
    
    
    753,588Property and equipment, net
    
    
    111,107
    
    
    
    82,328Goodwill
    
    
    78,821
    
    
    
    51,877Other intangibles, net
    
    
    122,122
    
    
    
    98,136Other assets
    
    
    19,885
    
    
    
    28,062Total assets
    
    $
    1,247,841
    
    
    $
    1,013,991LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    744,995
    
    
    $
    486,584Accrued expenses
    
    
    140,191
    
    
    
    118,552Short-term borrowings
    
    
    408
    
    
    
    Total current liabilities
    
    
    885,594
    
    
    
    605,136Long-term liabilities:Lines of credit, long-term
    
    
    90,000
    
    
    
    Long-term debt
    
    
    
    
    
    
    97,017Other long-term liabilities
    
    
    27,894
    
    
    
    34,911Total long-term liabilities
    
    
    117,894
    
    
    
    131,928Total liabilities
    
    
    1,003,488
    
    
    
    737,064Commitments and contingenciesShareholders 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; 90,354 issued in 2010
and 89,293 issued in 2009
    
    
    904
    
    
    
    893Additional paid-in-capital
    
    
    641,895
    
    
    
    631,027Treasury stock, at cost, 22,917 shares in 2010 and
10,309 shares in 2009
    
    
    (164,242
    )
    
    
    (84,639
    )Retained deficit
    
    
    (255,974
    )
    
    
    (286,092
    )Accumulated other comprehensive income
    
    
    21,770
    
    
    
    15,738Total shareholders equity
    
    
    244,353
    
    
    
    276,927Total liabilities and shareholders equity
    
    $
    1,247,841
    
    
    $
    1,013,991
 See accompanying notes
 55




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##### Table of Contents



Brightpoint, Inc.
 
 Consolidated Statements of Cash Flows
 Year Ended December 31,(Amounts in thousands)
    
    2010
    
    2009
    
    2008Operating activitiesNet income (loss)
    
    $
    30,118
    
    
    $
    26,556
    
    
    $
    (341,753
    )Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    34,676
    
    
    
    35,171
    
    
    
    36,734Impairment of long-lived assets
    
    
    
    
    
    
    1,452
    
    
    
    Non-cash compensation
    
    
    10,343
    
    
    
    6,484
    
    
    
    6,557Restructuring charge
    
    
    6,225
    
    
    
    15,523
    
    
    
    13,904Goodwill impairment charge
    
    
    
    
    
    
    
    
    
    
    325,947Gain on indemnification settlement
    
    
    
    
    
    
    (7,700
    )
    
    
    Change in deferred taxes
    
    
    7,736
    
    
    
    (18,773
    )
    
    
    1,874Other non-cash
    
    
    926
    
    
    
    1,096
    
    
    
    (54
    )Changes in operating assets and liabilities,
net of effects from acquisitions and divestitures:Accounts receivable
    
    
    (80,220
    )
    
    
    152,024
    
    
    
    200,042Inventories
    
    
    (93,846
    )
    
    
    90,172
    
    
    
    161,573Other operating assets
    
    
    447
    
    
    
    (1,343
    )
    
    
    (9,929
    )Accounts payable and accrued expenses
    
    
    244,041
    
    
    
    (136,848
    )
    
    
    (122,089
    )Net cash provided by operating activities
    
    
    160,446
    
    
    
    163,814
    
    
    
    272,806Investing activitiesCapital expenditures
    
    
    (42,108
    )
    
    
    (49,178
    )
    
    
    (21,642
    )Acquisitions, net of cash acquired
    
    
    (76,075
    )
    
    
    
    
    
    
    (5,877
    )Decrease (increase) in other assets
    
    
    (1,091
    )
    
    
    (1,184
    )
    
    
    2,008Net cash used in investing activities
    
    
    (119,274
    )
    
    
    (50,362
    )
    
    
    (25,511
    )Financing ActivitiesRepayments on lines of credit
    
    
    
    
    
    
    (1,578
    )
    
    
    (205,894
    )Proceeds from lines of credit
    
    
    90,000
    
    
    
    
    
    
    
    Repayments on Global Term Loans
    
    
    (93,939
    )
    
    
    (78,159
    )
    
    
    (73,616
    )Net proceeds from short-term financing
    
    
    408
    
    
    
    
    
    
    
    Deferred financing costs paid
    
    
    (3,283
    )
    
    
    (392
    )
    
    
    (330
    )Purchase of treasury stock
    
    
    (79,603
    )
    
    
    (16,955
    )
    
    
    (1,288
    )Excess (deficient) tax benefit from equity based compensation
    
    
    (862
    )
    
    
    (1,116
    )
    
    
    76Proceeds from common stock issuances under employee stock
option plans
    
    
    1,291
    
    
    
    225
    
    
    
    39Net cash used in financing activities
    
    
    (85,988
    )
    
    
    (97,975
    )
    
    
    (281,013
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    5,424
    
    
    
    8,347
    
    
    
    (11,216
    )Net increase (decrease) in cash and cash equivalents
    
    
    (39,392
    )
    
    
    23,824
    
    
    
    (44,934
    )Cash and cash equivalents at beginning of period
    
    
    81,050
    
    
    
    57,226
    
    
    
    102,160Cash and cash equivalents at end of period
    
    $
    41,658
    
    
    $
    81,050
    
    
    $
    57,226
 See accompanying notes
 56




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##### Table of Contents



Brightpoint, Inc.
 
 Consolidated Statements of Shareholders Equity
 Year ended December 31,(Amounts in thousands)
    
    2010
    
    
    2009
    
    
    2008Common stock:Balance at beginning of year
    
    $
    893
    
    
    
    
    
    
    $
    887
    
    
    
    
    
    
    $
    884Issued in connection with employee stock plans
and related income tax benefit
    
    
    11
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    3Balance at end of year
    
    
    904
    
    
    
    
    
    
    
    893
    
    
    
    
    
    
    
    887Additional paid-in capital:Balance at beginning of year
    
    
    631,027
    
    
    
    
    
    
    
    625,415
    
    
    
    
    
    
    
    584,806Issued in connection with employee stock plans
and related income tax benefit
    
    
    10,868
    
    
    
    
    
    
    
    5,612
    
    
    
    
    
    
    
    6,859Issued for purchase of Dangaard Telecom
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,750Balance at end of year
    
    
    641,895
    
    
    
    
    
    
    
    631,027
    
    
    
    
    
    
    
    625,415Retained earnings (deficit):Balance at beginning of year
    
    
    (286,092
    )
    
    
    
    
    
    
    (312,647
    )
    
    
    
    
    
    
    29,467Net income (loss) attributable to common
shareholders
    
    
    30,118
    
    
    $
    30,118
    
    
    
    26,556
    
    
    $
    26,556
    
    
    
    (342,114
    )
    
    $
    (342,114
    )Balance at end of year
    
    
    (255,974
    )
    
    
    
    
    
    
    (286,092
    )
    
    
    
    
    
    
    (312,647
    )Noncontrolling interestBalance at beginning of year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    817Net income attributable to noncontrolling
interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    361
    
    
    
    361Acquisition of noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,178
    )Balance at end of year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulated other comprehensive income (loss):Balance at beginning of year
    
    
    15,738
    
    
    
    
    
    
    
    (3,108
    )
    
    
    
    
    
    
    44,303Currency translation of foreign investments
    
    
    
    
    
    
    5,337
    
    
    
    
    
    
    
    18,293
    
    
    
    
    
    
    
    (44,901
    )Unrealized gain on marketable securities
classified as available for sale, net of tax:Net gain (loss) arising during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,087
    )Reclassification adjustment for losses
included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    928Unrealized gain (loss) on derivative instruments,
net of tax:Net gain (loss) arising during the period
    
    
    
    
    
    
    755
    
    
    
    
    
    
    
    818
    
    
    
    
    
    
    
    (1,219
    )Reclassification adjustment for losses
included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (65
    )Pension benefit obligation
    
    
    
    
    
    
    (60
    )
    
    
    
    
    
    
    (200
    )
    
    
    
    
    
    
    (132
    )Other comprehensive income (loss)
    
    
    6,032
    
    
    
    6,032
    
    
    
    18,846
    
    
    
    18,846
    
    
    
    (47,411
    )
    
    
    (47,411
    )Total Comprehensive income (loss)
    
    
    
    
    
    $
    36,150
    
    
    
    
    
    
    $
    45,402
    
    
    
    
    
    
    $
    (389,164
    )Balance at end of year
    
    
    21,770
    
    
    
    
    
    
    
    15,738
    
    
    
    
    
    
    
    (3,108
    )Treasury stock:Balance at beginning of year
    
    
    (84,639
    )
    
    
    
    
    
    
    (59,983
    )
    
    
    
    
    
    
    (58,695
    )Purchase of treasury stock
    
    
    (79,603
    )
    
    
    
    
    
    
    (24,656
    )
    
    
    
    
    
    
    (1,288
    )Balance at end of year
    
    
    (164,242
    )
    
    
    
    
    
    
    (84,639
    )
    
    
    
    
    
    
    (59,983
    )Total shareholders equity
    
    $
    244,353
    
    
    
    
    
    
    $
    276,927
    
    
    
    
    
    
    $
    250,564
 See accompanying notes
 57




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##### Table of Contents



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
  58




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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
 59




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Brightpoint, Inc.
Notes to Consolidated Financial Statements
 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 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
    60




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Brightpoint, Inc.
Notes to Consolidated Financial Statements
 Allowance for Doubtful Accounts
  Inventories
  Derivative Instruments and Hedging Activities
  Derivative
    
    Risk Being HedgedInterest rate swaps
    
    Cash flows of interest payments on variable rate debtForward foreign currency contracts
    
    Cash flows of forecasted inventory purchases denominated
in foreign currency
   61




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Brightpoint, Inc.
Notes to Consolidated Financial Statements
  Fair Value of Financial Instruments
   
    
    Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for
identical assets or liabilities.
    
    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 prices in
    
    Significant otherBalance at
    
    active markets
    
    observable inputsDecember 31, 2010
    
    (Level 1)
    
    (Level 2)Financial instruments classified as assetsForward foreign currency contracts
    
    $
    2,893
    
    
    $
    
    
    
    $
    2,893Financial instruments classified as
liabilitiesInterest rate swaps
    
    $
    2,046
    
    
    $
    
    
    
    $
    2,046Forward foreign currency contracts
    
    
    1,702
    
    
    
    
    
    
    
    1,702
 Quoted prices in
    
    Significant otherBalance at
    
    active markets
    
    observable inputsDecember 31, 2009
    
    (Level 1)
    
    (Level 2)Financial instruments classified as assetsForward foreign currency contracts
    
    $
    499
    
    
    $
    
    
    
    $
    499Financial instruments classified as
liabilitiesInterest rate swaps
    
    $
    3,417
    
    
    $
    
    
    
    $
    3,417Forward foreign currency contracts
    
    
    469
    
    
    
    
    
    
    
    469
 62




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
 Property and Equipment
  Long-Lived Tangible and Finite-Lived Intangible Assets
 Accounting for the
Impairment or Disposal of Long-Lived Assets
 2011
    
    $
    21,5982012
    
    
    20,2702013
    
    
    17,0312014
    
    
    14,1102015
    
    
    12,348
  Goodwill
 Goodwill and Other
Intangible Assets
  63




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Brightpoint, Inc.
Notes to Consolidated Financial Statements
   Americas
    
    EMEA
    
    Asia-Pacific
    
    TotalBalance at December 31, 2008:Aggregate goodwill acquired
    
    $
    49,898
    
    
    $
    325,947
    
    
    $
    1,541
    
    
    $
    377,386Accumulated impairment losses
    
    
    
    
    
    
    (325,947
    )
    
    
    
    
    
    
    (325,947
    )Net goodwill at December 31, 2008
    
    
    49,898
    
    
    
    
    
    
    
    1,541
    
    
    
    51,439Changes in goodwill during 2009:Effects of foreign currency fluctuation
    
    
    
    
    
    
    
    
    
    
    438
    
    
    
    438Balance at December 31, 2009:Aggregate goodwill acquired
    
    
    49,898
    
    
    
    325,947
    
    
    
    1,979
    
    
    
    377,824Accumulated impairment losses
    
    
    
    
    
    
    (325,947
    )
    
    
    
    
    
    
    (325,947
    )Net goodwill at December 31, 2009
    
    
    49,898
    
    
    
    
    
    
    
    1,979
    
    
    
    51,877Changes in goodwill during 2010:Goodwill from acquisitions
    
    
    24,618
    
    
    
    2,079
    
    
    
    
    
    
    
    26,697Effects of foreign currency fluctuation
    
    
    
    
    
    
    (14
    )
    
    
    261
    
    
    
    247Balance at December 31, 2010:Aggregate goodwill acquired
    
    
    74,516
    
    
    
    328,012
    
    
    
    2,240
    
    
    
    404,768Accumulated impairment losses
    
    
    
    
    
    
    (325,947
    )
    
    
    
    
    
    
    (325,947
    )Net goodwill at December 31, 2010
    
    $
    74,516
    
    
    $
    2,065
    
    
    $
    2,240
    
    
    $
    78,821
 Foreign Currency Translation
  Income Taxes
  64




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Brightpoint, Inc.
Notes to Consolidated Financial Statements
 Earnings Per Share
  Year December 31,2010
    
    
    2009
    
    
    2008Income (loss) from continuing operations attributable to common shareholders
    
    $
    38,845
    
    
    $
    40,825
    
    
    $
    (325,811
    )Discontinued operations, net of income taxes
    
    
    (8,727
    )
    
    
    (14,269
    )
    
    
    (16,303
    )Net income (loss) attributable to common shareholders
    
    $
    30,118
    
    
    $
    26,556
    
    
    $
    (342,114
    )Earnings (loss) per share  basic:Income (loss) from continuing operations attributable to common shareholders
    
    $
    0.56
    
    
    $
    0.51
    
    
    $
    (4.16
    )Discontinued operations, net of income taxes
    
    
    (0.12
    )
    
    
    (0.18
    )
    
    
    (0.21
    )Net income (loss) attributable to common shareholders
    
    $
    0.44
    
    
    $
    0.33
    
    
    $
    (4.37
    )Earnings (loss) per share  diluted:Income (loss) from continuing operations attributable to common shareholders
    
    $
    0.55
    
    
    $
    0.50
    
    
    $
    (4.16
    )Discontinued operations, net of income taxes
    
    
    (0.12
    )
    
    
    (0.17
    )
    
    
    (0.21
    )Net income (loss) attributable to common shareholders
    
    $
    0.43
    
    
    $
    0.33
    
    
    $
    (4.37
    )Weighted average shares outstanding for basic earnings per share
    
    
    69,004
    
    
    
    80,422
    
    
    
    78,202Net effect of dilutive share options, restricted share units, and restricted shares
based on the treasury share method using average market price
    
    
    1,190
    
    
    
    825
    
    
    
    Weighted average shares outstanding for diluted earnings per share
    
    
    70,194
    
    
    
    81,247
    
    
    
    78,202
  Recently Issued Accounting Pronouncements
 Revenue Recognition Revenue
Recognition-Multiple-Element Arrangements a b c
 Accounting for Transfers of Financial Assets Transfers and Servicing
 65




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Brightpoint, Inc.
Notes to Consolidated Financial Statements
 Operating Segments
   CorporateEurope
    
    andMiddle East
    
    ReconcilingAmericas
    
    Asia-Pacific
    
    and Africa
    
    Items
    
    Total2010:Distribution revenue
    
    $
    433,367
    
    
    $
    953,535
    
    
    $
    1,871,572
    
    
    $
    
    
    
    $
    3,258,474Logistic services revenue
    
    
    222,178
    
    
    
    38,430
    
    
    
    74,157
    
    
    
    
    
    
    
    334,765Total revenue from external customers
    
    $
    655,545
    
    
    $
    991,965
    
    
    $
    1,945,729
    
    
    $
    
    
    
    $
    3,593,239Income (loss) from continuing
operations before income taxes
    
    $
    49,805
    
    
    $
    27,298
    
    
    $
    20,203
    
    
    $
    (45,464
    )
    
    $
    51,842Depreciation and amortization
    
    
    10,518
    
    
    
    2,036
    
    
    
    19,973
    
    
    
    2,149
    
    
    
    34,676Capital expenditures
    
    
    26,930
    
    
    
    947
    
    
    
    10,503
    
    
    
    3,728
    
    
    
    42,108Total segment assets
    
    
    369,345
    
    
    
    239,454
    
    
    
    623,309
    
    
    
    15,733
    
    
    
    1,247,8412009:Distribution revenue
    
    $
    448,086
    
    
    $
    834,906
    
    
    $
    1,527,362
    
    
    $
    
    
    
    $
    2,810,354Logistic services revenue
    
    
    192,276
    
    
    
    33,631
    
    
    
    130,318
    
    
    
    
    
    
    
    356,225Total revenue from external customers
    
    $
    640,362
    
    
    $
    868,537
    
    
    $
    1,657,680
    
    
    $
    
    
    
    $
    3,166,579Income (loss) from continuing
operations before income taxes
    
    $
    51,199
    
    
    $
    24,001
    
    
    $
    (11,115
    )
    
    $
    (28,694
    )
    
    $
    35,391Depreciation and amortization
    
    
    11,650
    
    
    
    1,956
    
    
    
    20,340
    
    
    
    2,677
    
    
    
    36,623Capital expenditures
    
    
    38,331
    
    
    
    3,218
    
    
    
    5,543
    
    
    
    2,086
    
    
    
    49,178Total segment assets
    
    
    244,103
    
    
    
    199,357
    
    
    
    546,748
    
    
    
    23,783
    
    
    
    1,013,9912008:Distribution revenue
    
    $
    705,229
    
    
    $
    1,143,293
    
    
    $
    2,062,820
    
    
    $
    
    
    
    $
    3,911,342Logistic services revenue
    
    
    184,188
    
    
    
    47,924
    
    
    
    187,798
    
    
    
    
    
    
    
    419,910Total revenue from external customers
    
    $
    889,417
    
    
    $
    1,191,217
    
    
    $
    2,250,618
    
    
    $
    
    
    
    $
    4,331,252Income (loss) from continuing
operations before income taxes
    
    $
    34,571
    
    
    $
    30,203
    
    
    $
    (331,670
    )
    
    $
    (35,139
    )
    
    $
    (302,035
    )Depreciation and amortization
    
    
    9,950
    
    
    
    2,143
    
    
    
    14,779
    
    
    
    9,862
    
    
    
    36,734Goodwill impairment charge
    
    
    
    
    
    
    
    
    
    
    325,947
    
    
    
    
    
    
    
    325,947Capital expenditures
    
    
    4,476
    
    
    
    1,778
    
    
    
    10,070
    
    
    
    5,318
    
    
    
    21,642Total segment assets
    
    
    244,922
    
    
    
    198,779
    
    
    
    690,882
    
    
    
    11,777
    
    
    
    1,146,360
 66




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
 Information about Geographic Areas:
 2010
    
    
    2009
    
    
    2008Total Revenue (1)(Amounts in 000s)AmericasUnited States
    
    $
    647,634
    
    
    $
    589,564
    
    
    $
    829,280Other (2)
    
    
    7,911
    
    
    
    50,798
    
    
    
    60,137Total Americas
    
    $
    655,545
    
    
    $
    640,362
    
    
    $
    889,417Asia-PacificSingapore
    
    
    325,812
    
    
    
    571,676
    
    
    
    732,647Other (2)
    
    
    666,153
    
    
    
    296,861
    
    
    
    458,570Total Asia-Pacific
    
    $
    991,965
    
    
    $
    868,537
    
    
    $
    1,191,217Europe, Middle East and AfricaGermany
    
    
    347,315
    
    
    
    305,756
    
    
    
    453,623Other (2)
    
    
    1,598,414
    
    
    
    1,351,924
    
    
    
    1,796,995Total Europe, Middle East
and Africa
    
    $
    1,945,729
    
    
    $
    1,657,680
    
    
    $
    2,250,618Total
    
    $
    3,593,239
    
    
    $
    3,166,579
    
    
    $
    4,331,252
 
 (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. 2010
    
    
    2009Long-Lived Assets (1)United States
    
    $
    85,189
    
    
    $
    57,632Other
    
    
    25,918
    
    
    
    24,696$
    111,107
    
    
    $
    82,328
 
 (1)
    
    Consists of property and equipment, net of accumulated depreciation. 2. Stock Based Compensation
  Amended 2004 Long-Term Incentive Plan
   67




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
  Stock Options
  WeightedWeighted
    
    Average
    
    AggregateAverage
    
    Remaining
    
    IntrinsicExercise
    
    Contractual
    
    Value as ofOptions
    
    Price
    
    Life
    
    December 31, 2010Outstanding at January 1
    
    
    349,049
    
    
    $
    7.82Granted
    
    
    
    
    
    
    Exercised
    
    
    (190,054
    )
    
    
    6.79Forfeited
    
    
    
    
    
    
    Expired
    
    
    (113,250
    )
    
    
    7.94Outstanding at December
31
    
    
    45,745
    
    
    $
    11.82
    
    
    
    1.23
    
    
    $
    Exercisable at December
31
    
    
    45,745
    
    
    $
    11.82
    
    
    
    1.23
    
    
    $
    
  Weighted
    
    
    
    
    
    ExercisableNumber
    
    Average
    
    Weighted
    
    Number
    
    WeightedOutstanding at
    
    Remaining
    
    Average
    
    Outstanding at
    
    AverageRange of
    
    December 31,
    
    Contractual
    
    Exercise
    
    December 31,
    
    ExerciseExercise Prices
    
    2010
    
    Life
    
    Price
    
    2010
    
    Price$10.74     $11.87
    
    
    12,745
    
    
    1.11       years
    
    $
    10.74
    
    
    
    12,745
    
    
    $
    10.74$11.88     $13.42
    
    
    25,500
    
    
    1.26       years
    
    
    11.88
    
    
    
    25,500
    
    
    
    11.88$13.43     $13.43
    
    
    7,500
    
    
    1.36       years
    
    
    13.43
    
    
    
    7,500
    
    
    
    13.4345,745
    
    
    
    
    
    
    $
    11.82
    
    
    
    45,745
    
    
    $
    11.82
 Restricted Stock Units
  Weighted
    
    
    
    
    
    WeightedAverage
    
    Weighted
    
    Average
    
    AggregateRestricted
    
    Grant
    
    Average
    
    Remaining
    
    IntrinsicStock
    
    Date
    
    Exercise
    
    Contractual
    
    Value as ofUnits
    
    Fair Value
    
    Price
    
    Life
    
    December 31, 2010Outstanding at January 1
    
    
    1,913,272
    
    
    $
    6.77
    
    
    $
    Granted
    
    
    2,581,524
    
    
    
    7.29
    
    
    
    Released
    
    
    (871,854
    )
    
    
    7.07
    
    
    
    Forfeited
    
    
    (121,991
    )
    
    
    6.28
    
    
    
    Outstanding at December
31
    
    
    3,500,951
    
    
    $
    8.83
    
    
    $
    
    
    
    
    1.8
    
    
    $
    30,563,302
 68




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
 Restricted Stock Awards
  Weighted
    
    WeightedAverage
    
    AverageRestricted
    
    Grant
    
    RemainingStock
    
    Date
    
    ContractualAwards
    
    Fair Value
    
    LifeOutstanding at January 1
    
    
    756,816
    
    
    $
    9.15Granted
    
    
    
    
    
    
    Released
    
    
    (334,000
    )
    
    
    8.29Forfeited
    
    
    
    
    
    
    Outstanding at December 31
    
    
    422,816
    
    
    $
    9.83
    
    
    
    2.3
    3. Acquisitions
   69




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
   ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    2,616Accounts receivable (less allowance for
doubtful accounts of $413)
    
    
    13,674Inventory
    
    
    5,554Other current assets
    
    
    1,083Total current assets
    
    
    22,927Property and equipment, net
    
    
    5,560Goodwill
    
    
    24,157Other intangibles, net
    
    
    42,350Total assets acquired
    
    $
    94,994LIABILITIESAccounts payable
    
    $
    3,053Accrued expenses
    
    
    15,363Debt
    
    
    112Total long-term liabilities
    
    
    804Total liabilities assumed
    
    $
    19,332Net assets acquired
    
    $
    75,662
  70




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
  Year EndedDecember 31,2010
    
    2009Revenue
    
    $
    3,670,947
    
    
    $
    3,285,399Income from continuing operations
    
    
    31,188
    
    
    
    31,883Net Income
    
    
    22,461
    
    
    
    17,614Income from continuing operations per share
 diluted
    
    $
    0.44
    
    
    $
    0.39
 Touchstone
    
    Note
    
    Brightpoint
    
    Adjustments
    
    Note
    
    ConsolidatedDecember 31, 2010Revenue
    
    $
    125,548
    
    
    
    (1
    )
    
    $
    3,593,239
    
    
    $
    (47,840
    )
    
    
    (2
    )
    
    $
    3,670,947Income from continuing operations
    
    
    (2,846
    )
    
    
    (1
    )
    
    
    38,845
    
    
    
    (4,812
    )
    
    
    (3
    )
    
    
    31,188Net income (loss)
    
    
    (2,846
    )
    
    
    (1
    )
    
    
    30,118
    
    
    
    (4,812
    )
    
    
    (3
    )
    
    
    22,461Weighted average shares
outstanding  diluted
    
    
    
    
    
    
    
    
    
    
    70,194
    
    
    
    
    
    
    
    
    
    
    
    70,194Income from continuing operations
per share  diluted
    
    
    
    
    
    
    
    
    
    $
    0.55
    
    
    
    
    
    
    
    
    
    
    $
    0.44December 31, 2009Revenue
    
    $
    134,068
    
    
    
    
    
    
    $
    3,166,579
    
    
    $
    (15,248
    )
    
    
    (2
    )
    
    $
    3,285,399Income from continuing operations
    
    
    (3,103
    )
    
    
    
    
    
    
    40,825
    
    
    
    (5,839
    )
    
    
    (3
    )
    
    
    31,883Net income (loss)
    
    
    (3,103
    )
    
    
    
    
    
    
    26,556
    
    
    
    (5,839
    )
    
    
    (3
    )
    
    
    17,614Weighted average shares
outstanding  diluted
    
    
    
    
    
    
    
    
    
    
    81,247
    
    
    
    
    
    
    
    
    
    
    
    81,247Income from continuing operations
per share  diluted
    
    
    
    
    
    
    
    
    
    $
    0.50
    
    
    
    
    
    
    
    
    
    
    $
    0.39
 Pro-forma adjustments
 
 (1)
    
    Results for Touchstone are included in the financial results of Brightpoint for the
period December 24, 2010  December 31, 2010, which consists of $2.0 million of revenue
and an immaterial amount of income from continuing operations and net income.(2)
    
    To reclassify the cost of revenue that was historically presented by Touchstone on a
gross basis to a net basis to conform to Accounting Standards Codification 605-45, Revenue
Recognition Principal Agent Considerationand Brightpoint accounting policy.(3)
    
    To record the following: 
    
    amortization of the finite-lived intangible assets recorded as a result of the
acquisition of Touchstone,
    
    reversal of $2.9 million of acquisition expenses in 2010
    
    interest expense on borrowings used to finance the Touchstone acquisition, and
    
    income tax provision for the effect of the pro forma adjustments above based on
statutory tax rates.
 71




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
 4. Income Tax Expense
  Year ended December 31,2010
    
    2009
    
    2008United States
    
    $
    5,911
    
    
    $
    23,147
    
    
    $
    (3,349
    )Foreign
    
    
    45,931
    
    
    
    12,245
    
    
    
    (298,686
    )$
    51,842
    
    
    $
    35,392
    
    
    $
    (302,035
    )
  2010
    
    2009
    
    2008Tax at U.S. Federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    34.0
    %State and local income taxes, net of U.S. Federal benefit
    
    
    (1.4
    )
    
    
    1.2
    
    
    
    (0.2
    )Net benefit of tax on foreign operations
    
    
    (10.7
    )
    
    
    (16.5
    )
    
    
    (34.7
    )Release of valuation allowance
    
    
    (0.4
    )
    
    
    (26.6
    )
    
    
    (5.7
    )Other (1)
    
    
    2.6
    
    
    
    (8.4
    )
    
    
    (1.1
    )Effective income tax rate
    
    
    25.1
    %
    
    
    (15.3
    %)
    
    
    (7.7
    %)
 
 (1)
    
    Other is primarily comprised of the impact of permanent differences between income
before income tax and taxable income.    Year ended December 31,2010
    
    2009
    
    2008Current:Federal
    
    $
    (3,000
    )
    
    $
    3,022
    
    
    $
    166State
    
    
    (654
    )
    
    
    240
    
    
    
    330Foreign
    
    
    8,970
    
    
    
    10,825
    
    
    
    21,218$
    5,316
    
    
    $
    14,087
    
    
    $
    21,714Deferred:Federal
    
    
    6,897
    
    
    
    (7,418
    )
    
    
    13,472State
    
    
    985
    
    
    
    (1,175
    )
    
    
    173Foreign
    
    
    (201
    )
    
    
    (10,928
    )
    
    
    (11,944
    )7,681
    
    
    
    (19,521
    )
    
    
    1,701$
    12,997
    
    
    $
    (5,434
    )
    
    $
    23,415
 72




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
   Year ended December 31,2010
    
    2009Deferred tax assets:Current:Allowance for doubtful accounts
    
    $
    1,429
    
    
    $
    1,596Accrued liabilities and other
    
    
    13,505
    
    
    
    16,162Net operating losses and other carryforwards
    
    
    4,104
    
    
    
    4,370Valuation allowance
    
    
    (91
    )
    
    
    (1,055
    )Noncurrent:Depreciation and other long-term assets
    
    
    10,630
    
    
    
    11,424Unrealized losses in Other Comprehensive Income
    
    
    1,098
    
    
    
    1,681Net operating losses and other carryforwards
    
    
    42,418
    
    
    
    40,572Valuation allowance
    
    
    (28,562
    )
    
    
    (21,632
    )Total deferred tax assets
    
    
    44,531
    
    
    
    53,118Deferred tax liabilities:Current:Other current liabilities
    
    
    (3,166
    )
    
    
    (1,461
    )Noncurrent:Depreciation
    
    
    (326
    )
    
    
    (427
    )Other noncurrent liabilities
    
    
    (804
    )
    
    
    (927
    )Intangibles and long-term liabilities
    
    
    (26,432
    )
    
    
    (29,207
    )Total deferred tax liabilities
    
    
    (30,728
    )
    
    
    (32,022
    )Net deferred assets
    
    $
    13,803
    
    
    $
    21,096
    73




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
 2010
    
    
    2009
    
    
    2008Beginning balance
    
    $
    1,866
    
    
    $
    1,671
    
    
    $
    2,231Additions based on tax positions related
to the current year
    
    
    13
    
    
    
    759
    
    
    
    200Additions for tax positions of prior years
    
    
    973
    
    
    
    5,029
    
    
    
    399Reductions for tax positions of prior
years
    
    
    
    
    
    
    (504
    )
    
    
    (1,096
    )Lapse of statute of limitations
    
    
    (251
    )
    
    
    (213
    )
    
    
    (63
    )Settlements
    
    
    (620
    )
    
    
    (5,387
    )
    
    
    Translation and Other
    
    
    
    
    
    
    511
    
    
    
    Ending balance
    
    $
    1,981
    
    
    $
    1,866
    
    
    $
    1,671
  5. Restructuring
  Lease
    
    
    AssetEmployee
    
    
    Termination
    
    
    ImpairmentTerminations
    
    
    Costs
    
    
    Charges
    
    
    TotalBalance at December 31, 2009
    
    $
    5,634
    
    
    $
    
    
    
    $
    
    
    
    $
    5,634Restructuring charge
    
    
    3,000
    
    
    
    2,667
    
    
    
    558
    
    
    
    6,225Cash usage
    
    
    (4,888
    )
    
    
    (121
    )
    
    
    (565
    )
    
    
    (5,574
    )Foreign currency translation
    
    
    (252
    )
    
    
    44
    
    
    
    7
    
    
    
    (201
    )Balance at December 31, 2010
    
    $
    3,494
    
    
    $
    2,590
    
    
    $
    
    
    
    $
    6,084
  
    
    $3.2 million of charges related to the termination of operating leases and the
impairment of equipment related to the consolidation of warehouse facilities in the EMEA
division.
    
    $3.0 million of severance charges in connection with additional workforce reduction
that was included as part of the Companys previously announced 2009 Spending and Debt
Reduction Plan.
  74




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
 6. Divestitures and Discontinued Operations
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Revenue
    
    $
    1,044
    
    
    $
    44,942
    
    
    $
    326,797Income (loss) from discontinued operations before
income taxes
    
    $
    (8,646
    )
    
    $
    (12,617
    )
    
    $
    (15,845
    )Income tax expense (benefit)
    
    
    35
    
    
    
    1,129
    
    
    
    1,042Income (loss) from discontinued operations (1)
    
    $
    (8,681
    )
    
    $
    (13,746
    )
    
    $
    (16,887
    )Gain (loss) on disposal from discontinued operations (2)
    
    
    (46
    )
    
    
    (523
    )
    
    
    584Total discontinued operations, net of income taxes
    
    $
    (8,727
    )
    
    $
    (14,269
    )
    
    $
    (16,303
    )
 
 (1)
    
    Loss from 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 other impairments of any tangible or intangible assets related to
this business.(2)
    
    Gain (loss) on disposal of discontinued operations for the years ended December 31,
2010, 2009 and 2008 primarily relate to cumulative currency translation adjustments. 7. Property and Equipment
  December 31,2010
    
    
    2009Information systems equipment and software
    
    $
    132,568
    
    
    $
    115,135Furniture and equipment
    
    
    40,373
    
    
    
    39,813Leasehold & building improvements
    
    
    18,298
    
    
    
    18,225Buildings
    
    
    37,886
    
    
    
    22,282Land
    
    
    6,438
    
    
    
    3,326235,563
    
    
    
    198,781Less accumulated depreciation
    
    
    (124,456
    )
    
    
    (116,453
    )$
    111,107
    
    
    $
    82,328
   75




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
  8. Lease Arrangements
   Year ending December 31,2011
    
    $
    13,2072012
    
    
    9,4352013
    
    
    5,5012014
    
    
    3,8672015
    
    
    1,939Thereafter
    
    
    2,959$
    36,908
 9. Borrowings
  Letters ofGross
    
    
    
    
    
    Credit &
    
    NetAvailability
    
    Outstanding
    
    Guarantees
    
    AvailabilityGlobal Credit Facility
    
    
    450,000
    
    
    
    90,000
    
    
    
    912
    
    
    
    359,088Other
    
    
    46,500
    
    
    
    
    
    
    
    
    
    
    
    46,500Total
    
    $
    496,500
    
    
    $
    90,000
    
    
    $
    912
    
    
    $
    405,588
     76




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
  10. Guarantees
    11. Shareholders Equity
  Treasury Stock
      77




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
  12. Legal Proceedings and Contingencies
 LN Eurocom
  Fleggaard group of companies
  Norwegian tax authorities
  German tax authorities
  Sofaer Global Hedge Fund
  78




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
 Drillisch
  DiBardi/Bardi/Fortis
  79




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
 13. Quarterly Results of Operations (Unaudited)
 2010
    
    First
    
    Second
    
    Third
    
    FourthRevenue
    
    $
    795,287
    
    
    $
    788,620
    
    
    $
    889,029
    
    
    $
    1,120,305Gross profit
    
    
    72,179
    
    
    
    71,000
    
    
    
    76,486
    
    
    
    94,960Income from continuing operations
    
    
    4,726
    
    
    
    7,269
    
    
    
    11,437
    
    
    
    15,413Net income
    
    
    1,449
    
    
    
    2,992
    
    
    
    9,805
    
    
    
    15,873Net income attributable to common shareholders
    
    
    1,449
    
    
    
    2,992
    
    
    
    9,805
    
    
    
    15,873Earnings per share-basic:Income from continuing operations
    
    $
    0.07
    
    
    $
    0.10
    
    
    $
    0.16
    
    
    $
    0.23Net income
    
    $
    0.02
    
    
    $
    0.04
    
    
    $
    0.14
    
    
    $
    0.24Earnings per share-diluted:Income from continuing operations
    
    $
    0.07
    
    
    $
    0.10
    
    
    $
    0.16
    
    
    $
    0.22Net income
    
    $
    0.02
    
    
    $
    0.04
    
    
    $
    0.14
    
    
    $
    0.23
 2009
    
    First
    
    Second
    
    Third
    
    FourthRevenue
    
    $
    688,733
    
    
    $
    707,661
    
    
    $
    865,667
    
    
    $
    904,518Gross profit
    
    
    60,365
    
    
    
    60,054
    
    
    
    73,078
    
    
    
    81,029Income (loss) from continuing operations
    
    
    (2,126
    )
    
    
    3,146
    
    
    
    18,419
    
    
    
    21,385Net income (loss)
    
    
    (3,073
    )
    
    
    167
    
    
    
    11,170
    
    
    
    18,292Net income (loss) attributable to common
shareholders
    
    
    (3,073
    )
    
    
    167
    
    
    
    11,170
    
    
    
    18,292Earnings per share-basic:Income (loss) from continuing operations
    
    $
    (0.03
    )
    
    $
    0.04
    
    
    $
    0.23
    
    
    $
    0.27Net income (loss)
    
    $
    (0.04
    )
    
    $
    
    
    
    $
    0.14
    
    
    $
    0.23Earnings per share-diluted:Income (loss) from continuing operations
    
    $
    (0.03
    )
    
    $
    0.04
    
    
    $
    0.22
    
    
    $
    0.27Net income (loss)
    
    $
    (0.04
    )
    
    $
    
    
    
    $
    0.13
    
    
    $
    0.23
   
    
    the restructuring charges as more fully described in Note 5 to the Consolidated
Financial Statements;
    
    $2.9 million of acquisition expenses related to the purchase of Touchstone;
    
    $3.1 million income tax expense related to valuation allowances on deferred tax
assets resulting from previous net operating losses in Colombia, Denmark, and
Belgium that are no longer expected to be utilized and $1.4 million of income tax
expense related to valuation allowances on foreign tax credits that are no longer
expected to be utilized in the U.S.;
    
    and a $4.8 million income tax benefit for the reversal of valuation allowances on
deferred tax assets that are now expected to be utilized.
   2009
    
    First
    
    Second
    
    ThirdRevenue
    
    $
    671,989
    
    
    $
    688,054
    
    
    $
    843,757Gross profit
    
    
    60,365
    
    
    
    60,054
    
    
    
    73,078
 80




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##### Table of Contents



Brightpoint, Inc.
Notes to Consolidated Financial Statements
 14. Accounts Receivable Factoring
 , Transfers and Servicing
    15. Accumulated Other Comprehensive Income (loss)
  2010
    
    
    2009
    
    
    2008Currency translation of foreign investments
    
    $
    23,899
    
    
    $
    18,562
    
    
    $
    269Unrealized loss on derivative instruments, net of tax
    
    
    (1,309
    )
    
    
    (2,064
    )
    
    
    (2,817
    )Pension benefit obligation, net of tax
    
    
    (820
    )
    
    
    (760
    )
    
    
    (560
    )Total accumulated other comprehensive income (loss):
    
    $
    21,770
    
    
    $
    15,738
    
    
    $
    (3,108
    )
 16. Subsequent Events
  81




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
     
 
 82




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
       
 
 83




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##### Table of Contents



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
     84




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##### Table of Contents



Audit Committee Oversight
  
 Item 9B. Other Information.
  85




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##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant.
  Code of Business Conduct
 www.brightpoint.com www.brightpoint.com
 
 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.
  
 Item 14. Principal Accountant Fees and Services.
  86




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##### Table of Contents



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
    
    Amended and 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)10.1.3
    
    Amendment Number 3 to the Rights Agreement by and between Brightpoint, Inc. and American Stock Transfer & Trust
Company, as Rights Agent, dated as of February 3, 2009 (38)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
    
    Brightpoint, Inc. Amended and Restated 2004 Long-Term Incentive Plan (as adjusted for 3 for 2 stock splits in
September and December 2005 and for a 6 for 5 stock split in May 2006 and as amended by a vote of the shareholders
on July 31, 2007, May 13, 2008 and May 5, 2009) (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)*
 87




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##### Table of Contents



ExhibitNumber
    
    Description10.7.3
    
    Form of Restricted Stock Unit Award Agreement between the Company and Grantee(41)*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(41)*10.8
    
    Amended and Restated Independent Director Stock Compensation Plan(14)*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)10.17.3
    
    Third Amendment, dated March 12, 2009 to the Credit Agreement dated February 16, 2007 by and among Brightpoint, Inc.
(and certain of its subsidiaries identified therein), Bank of America, N.A., as administration agent, and the other
lenders party thereto (39)
 88




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##### Table of Contents



ExhibitNumber
    
    Description10.17.4
    
    Fourth Amendment, dated November 23, 2010 to the Credit Agreement dated February 16, 2007 by and among Brightpoint,
Inc. (and certain of its subsidiaries identified therein), Bank of America, N.A., as administration agent, and the
other lenders party thereto (45)10.18
    
    Amended and Restated Agreement for Supplemental Executive Retirement Benefit dated as of January 18, 2006 by and
between 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(29)*10.24.1
    
    Amendment No. 1 dated December 30, 2008 to Employment Agreement between Brightpoint, Inc. and Vincent Donargo dated
November 6, 2006(37)*10.25
    
    Amended and Restated Employment Agreement dated as of May 6, 2009 between the Company and Anthony Boor (21)*10.25.1
    
    Agreement for Supplemental Executive Retirement Benefit dated as of May 6, 2009 between the Company and Anthony
Boor (21)*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)*10.35.1
    
    Amendment No. 1 dated as of January 4, 2010 to the Employment Agreement between Brightpoint Australia Pty Ltd. And
Raymond Bruce Thomlinson (42)10.36
    
    Settlement Agreement, dated as of October 1, 2009, by and among Brightpoint, Inc., NC Telecom Holding A/S, Nordic
Wholesale Services S.a.r.l., the beneficial owner of NC Holding, and Nordic Capital Fund VI (consisting of Nordic
Capital VI Alpha, L.P., Nordic Capital VI Beta, L.P., Nordic Capital VI Limited, NC VI Limited and Nordic Industries
Limited) (41)10.37
    
    Purchase Agreement, dated as of October 16, 2009, by and among Airtech Parkway, LLC a wholly-owned subsidiary of
Brightpoint, Inc. and KPJV 501 Airtech Parkway, LLC (41)10.38
    
    Employment Agreement dated as of January 4, 2010 between the Company and Anurag Gupta (42)10.39
    
    Relocation Agreement dated as of January 4, 2010 between the Company and Anurag Gupta (42)10.40
    
    Agreement of Purchase and Sale, dated as of January 11, 2010 by and among Brightpoint, Inc. and Partner Escrow
Holding A/S (43)10.41
    
    Partnership Interest Purchase Agreement dated December 10, 2010 by and among Brightpoint North America L.P.,
Touchstone Acquisition, LLC, Touchstone Wireless Repair and Logistics, LP, Touchstone Wireless Investment Partners,
LLC, Image 1 Wireless, Inc., Striker Partners I, L.P., John Cowles, EW Investment, LP, David Lundberg, Jason Potter,
David Edwards, Chris Hawk, Michael Ball, Keith Clark and David Hunter (44)21
    
    Subsidiaries(45)23
    
    Consent of Independent Registered Public Accounting Firm(45)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(45)
 89




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##### Table of Contents



ExhibitNumber
    
    Description31.2
    
    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(45)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(45)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(45)99.1
    
    Cautionary Statements(45)
 
 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.(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 on Form 8-K filed May 21, 2009(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 90




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##### Table of Contents



(21)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on May 8, 2009(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 23, 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(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 Current
Report on Form 8-K filed on July 29, 2009(35)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2009(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)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Annual
Report on Form 10-K filed on February 25, 2009(38)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on February 9, 2009(39)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on March 13, 2009(40)
    
    Filed as Exhibit 1.1 to the Companys Current Report on Form 8-K filed on July 21, 2009(41)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Annual
Report on Form 10-K filed on February 26, 2010(42)
    
    Filed as an Exhibit to the Companys Current Report on Form 8-K filed on January 8, 2010(43)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2010(44)
    
    Filed as an Exhibit to the Companys Current Report on Form 8-K filed on December 13,
2010(45)
    
    Filed herewith*
    
    Denotes management compensation plan or arrangement. 91




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##### Table of Contents



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 25, 2011/s/ Anthony W. Boor

Anthony W. Boor
    
    Executive Vice President, Chief Financial 

Officer and Treasurer

(Principal Financial Officer)
    
    February 25, 2011/s/ Vincent Donargo

Vincent Donargo
    
    Senior Vice President, Corporate
Controller, Chief Accounting Officer
(Principal Accounting Officer)
    
    February 25, 2011/s/ Eliza Hermann

Eliza Hermann
    
    Director
    
    February 25, 2011/s/ John F. Levy

John F. Levy
    
    Director
    
    February 25, 2011/s/ Cynthia L. Lucchese

Cynthia L. Lucchese
    
    Director
    
    February 25, 2011/s/ Marisa E. Pratt

Marisa E. Pratt
    
    Director
    
    February 25, 2011/s/ Thomas J. Ridge

Thomas J. Ridge
    
    Director
    
    February 25, 2011/s/ Richard W. Roedel

Richard W. Roedel
    
    Director
    
    February 25, 2011/s/ Jerre L. Stead

Jerre L. Stead
    
    Director
    
    February 25, 2011/s/
Kari-
Pekka Wilska

Kari-Pekka Wilska
    
    Director
    
    February 25, 2011
 92




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##### Table of Contents



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
    
    
    
    Deductions
    
    of Period(Amounts in thousands)Year ended December 31, 2010:Deducted from asset accounts:Allowance for doubtful accounts
    
    $
    12,205
    
    
    $
    1,851
    
    
    $
    413
    
    (1
    )
    
    $
    (4,577
    )
    
    $
    9,892Included with liability accounts:Restructuring reserves
    
    
    6,032
    
    
    
    7,367
    
    
    
    
    
    
    
    
    
    (7,206
    )
    
    
    6,193Total
    
    $
    18,237
    
    
    $
    9,218
    
    
    $
    413
    
    
    
    
    $
    (11,783
    )
    
    $
    16,085Year ended December 31, 2009:Deducted from asset accounts:Allowance for doubtful accounts
    
    $
    11,217
    
    
    $
    6,816
    
    
    $
    
    
    
    
    
    $
    (5,828
    )
    
    $
    12,205Included with liability accounts:Restructuring reserves
    
    $
    8,193
    
    
    
    15,523
    
    
    
    
    
    
    
    
    
    (17,684
    )
    
    
    6,032Total
    
    $
    19,410
    
    
    $
    22,339
    
    
    $
    
    
    
    
    
    $
    (23,512
    )
    
    $
    18,237Year ended December 31, 2008:Deducted from asset accounts:Allowance for doubtful accounts
    
    $
    17,157
    
    
    $
    2,793
    
    
    $
    
    
    
    
    
    $
    (8,733
    )
    
    $
    11,217Included with liability accounts:Restructuring reserves
    
    $
    4,064
    
    
    
    13,904
    
    
    
    16,033
    
    (2
    )
    
    
    (25,808
    )
    
    
    8,193Total
    
    $
    21,221
    
    
    $
    16,697
    
    
    $
    16,033
    
    
    
    
    $
    (34,541
    )
    
    $
    19,410
 
 (1)
    
    Includes allowance for doubtful accounts assumed in the business combination of
Touchstone and included in the allocation of the acquisition costs in accordance with
Accounting Standards Codification (ASC) Section 805-20.(2)
    
    Includes additional liabilities recognized as liabilities assumed in the business
combination of Dangaard Telecom in 2007 and included in the allocation of the acquisition
costs (formerly in accordance with EITF 95-3, Recognition of Liabilities in Connection with
a Purchased BusinessCombination). 93