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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, 2009
 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
 o þ
 o þ
 þ o
 þ
 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. Submission of Matters to a Vote of Security HoldersPART 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 DataEX-10.7.3EX-10.7.5EX-10.36EX-10.37EX-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
 Revenue and units handled.
 Spending and Debt Reduction Plan.




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Workforce reduction
 Revised debt reduction
 European Centers of Excellence
 EMEA Shared Services Center
 Share Repurchase Program.
 Americas division headquarters purchase
 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.




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
    
    Infrastructure designers, manufacturers, builders, and operators:companies who operate
in this segment provide mobile operators with technology, equipment, and cell sites to host
and operate the networks.
    
    Component designers and manufacturers:design technology and components that are embedded
within a wireless device. Components include semiconductor chip sets, displays, antennae and
others.
    
    Content providers: develop mobile content for use with wireless devices and provide
consumers with content such as ring tones, messaging, music, streaming video and television,
games and other applications.
    
    Wireless device manufacturers:design, manufacture, and market wireless devices, such as
cellular phones, wireless personal digital assistants, smartphones, 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
  Generation
    
    Technology Standards1G Analog
    
    AMPS2G Digital
    
    TDMA, CDMA, GSM, iDEN2.5G Digital
    
    GPRS, EDGE, CDMA 1xRTT3G Digital
    
    W-CDMA/UMTS, CDMA 1xEV-DO, HSDPA3.5 G Digital
    
    HC-SDMA, E-UTRA, WiMAX4 G
    
    LTE Advanced
    Smartphones.




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Increasing Subscribers.
 Next Generation Systems.
 New or Expanding Industry Participants.
 Pricing Factors and Average Selling Prices.
 Our Business
  Logistic Services.




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Product Distribution.
   Activation Services.




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Prepaid Airtime.
 Our Strategy
    Expand Existing Product and Service Offerings in Current Markets.
 Optimize Existing Global Business Model and Utilize Scale to Gain Efficiencies.
  Expand into New Geographic Markets.




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Customers
  Mobile Operators and MVNOs:
 Dealers and Agents:
 Mass Retailers:
 Other Distributors:
   Purchasing and Suppliers




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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.




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Competition
     Product Distribution.
  Logistic Services.
  Activation Services.




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Prepaid Airtime.
  Information Systems
  Employees
  Segment and Geographic Financial Information
  
 Item 1A.
    
    Risk Factors.
  General risks related to our operations
 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.




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We buy a significant amount of our products from a limited number of suppliers, and they may not
provide us with competitive products at reasonable prices when we need them in the future.
 Our business could be harmed by consolidation of mobile operators.
 The current 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
    
    The global economic downturn and the associated credit crisis could
continue and reduce liquidity and this could have a negative impact on financial
institutions and the global financial system, which would, in turn, have a negative
impact on us, 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 arrangement in Spain or secure new accounts receivable factoring
agreements.
 
    
    Demand:
 o
    
    The global recession has resulted in severe job losses and lower consumer
confidence, which could cause a decrease in demand for our products and services.o
    
    The global recession has also shifted consumer demand for wireless
devices. In particular, demand in countries in Europe has shifted toward wireless
devices that carry lower average selling price, which has adversely impacted our
revenue and gross profit.




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
    
    Prices:
 o
    
    Certain markets have experienced and may continue to experience
deflation, which could negatively impact our average selling price and revenue.
 Our operations could be harmed by fluctuations in regional demand patterns and economic factors.
 We have debt facilities that could prevent us from borrowing additional funds, if needed.
 We may have difficulty collecting our accounts receivable.
 
    
    our credit granting policies,
    
    contractual provisions,
    
    our customers and our overall credit rating as determined by various credit rating agencies,
    
    industry and economic conditions,
    
    the ability of the customer to provide security, collateral or guarantees relative to credit granted by us,
    
    the customers and our recent operating results, financial position and cash flows; and
    
    our ability to obtain credit insurance on amounts that we are owed.
  We rely on our suppliers to provide trade credit terms to adequately fund our on-going operations
and product purchases.
 
    
    pledged cash requirements;




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
    
    our payment history with the supplier;
    
    the suppliers credit granting policies, contractual provisions;
    
    our overall credit rating as determined by various credit rating agencies;
    
    industry conditions;
    
    our recent operating results, financial position and cash flows; and
    
    the suppliers ability to obtain credit insurance on amounts that we owe them.
  A significant percentage of our revenues are generated outside of the United States in countries
that may have volatile currencies or other risks.
 
    
    potentially significant increases in wireless product prices
    
    increased credit risks, customs duties, import quotas and other trade restrictions;
    
    potentially greater inflationary pressures;
    
    shipping delays;
    
    the risk of failure or material interruption of wireless systems and services; and
    
    possible wireless product supply interruption.
  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.




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We make significant investments in the technology used in our business and rely on that technology
to function effectively without interruptions.
 Our future operating results will depend on our ability to continue to increase volumes and
maintain margins.
 Our business growth strategy includes acquisitions.
 Our business depends on the continued tendency of wireless equipment manufacturers and network
operators to outsource aspects of their business to us in the future.
 We depend on third parties to manufacture products that we distribute and, accordingly, rely on
their quality control procedures.




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Rapid technological changes in the global wireless industry could render our services or the
products we handle obsolete or less marketable.
 Natural disasters, epidemics, hostilities and terrorist acts could disrupt our operations.
 The global wireless industry is intensely competitive and we may not be able to continue to compete
successfully in this industry.
 We may not be able to grow at our historical or current rates or effectively manage future growth.
 Our business strategy includes entering into relationships and financing that may provide us with
minimal returns or losses on our investments .




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Our implementation of European Centers of Excellence may not be successful.
 We are subject to certain personnel related issues.
   We rely to a great extent on trade secret and copyright laws and agreements with our key employees
and other third parties to protect our proprietary rights .
  We 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.
  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
    
    
    8
    
    
    
    1,094,330Asia-Pacific
    
    
    9
    
    
    
    152,560Europe, Middle East and Africa
    
    
    15
    
    
    
    474,95632
    
    
    
    1,721,846
 
 (1)
    
    Refers to facilities operated by the Company that are greater than 1,000 square feet.




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Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders.




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
  2009
    
    High
    
    LowFirst Quarter
    
    $
    5.44
    
    
    $
    3.06Second Quarter
    
    
    6.83
    
    
    
    4.14Third Quarter
    
    
    9.29
    
    
    
    5.14Fourth Quarter
    
    
    9.03
    
    
    
    6.91
 2008
    
    High
    
    LowFirst Quarter
    
    $
    15.32
    
    
    $
    8.02Second Quarter
    
    
    10.35
    
    
    
    6.89Third Quarter
    
    
    8.75
    
    
    
    6.21Fourth Quarter
    
    
    7.23
    
    
    
    3.10
  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




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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
 Total Number of
    
    
    Maximum DollarShares purchased as
    
    
    Value of SharesPart of Publicly
    
    
    that May Yet BeTotal Number
    
    
    Average Price Paid
    
    
    Announced Plans or
    
    
    Purchased Under theof Shares Purchased
    
    
    per Share
    
    
    Programs
    
    
    Plans or ProgramsOctober 1, 2009 
October 31, 2009
    
    
    3,000,000
    
    
    $
    5.17
    
    
    
    3,000,000
    
    
    $
    33,549,125November 1, 2009 
November 30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    33,549,125December 1, 2009 
December 31, 2009
    
    
    14,767
    
    
    
    7.17
    
    
    
    
    
    
    $
    33,549,125Total
    
    
    3,014,767
    
    
    $
    5.18
    
    
    
    3,000,000
    
    
    $
    33,549,125




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COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG BRIGHTPOINT, INC., NASDAQ
MARKET INDEX, S&P SMALLCAP 600 INDEX AND HEMSCOTT GROUP INDEX
 
 
 2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009Brightpoint, Inc.
    
    $
    100.00
    
    
    $
    212.86
    
    
    $
    185.84
    
    
    $
    212.23
    
    
    $
    60.10
    
    
    $
    101.55NASDAQ Market Index
    
    $
    100.00
    
    
    $
    102.20
    
    
    $
    112.68
    
    
    $
    124.57
    
    
    $
    74.71
    
    
    $
    108.56S&P SmallCap 600 TR
    
    $
    100.00
    
    
    $
    107.68
    
    
    $
    123.96
    
    
    $
    123.59
    
    
    $
    85.19
    
    
    $
    106.97Hemscott Group Index
    
    $
    100.00
    
    
    $
    119.14
    
    
    $
    129.23
    
    
    $
    144.10
    
    
    $
    90.25
    
    
    $
    141.96




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Item 6.
    
    Selected Financial Data.
 Year Ended December 31,(Amounts in thousands, except per share data)
    
    2009(1)
    
    
    2008(1)
    
    
    2007(1)
    
    
    2006(1)
    
    
    2005(1)Revenue
    
    $
    3,185,283
    
    
    $
    4,428,745
    
    
    $
    4,126,083
    
    
    $
    2,397,193
    
    
    $
    2,106,509Gross profit
    
    
    275,819
    
    
    
    333,404
    
    
    
    261,874
    
    
    
    150,867
    
    
    
    131,633Operating income (loss) from continuing
operations
    
    
    32,303
    
    
    
    (278,466
    )
    
    
    63,201
    
    
    
    49,670
    
    
    
    45,107Income (loss) from continuing operations
    
    
    35,055
    
    
    
    (326,391
    )
    
    
    46,364
    
    
    
    37,777
    
    
    
    33,255Total gain (loss) from discontinued operations,
net of income taxes
    
    
    (8,499
    )
    
    
    (15,362
    )
    
    
    1,375
    
    
    
    (2,167
    )
    
    
    (22,815
    )Net income attributable to common shareholders
    
    
    26,556
    
    
    
    (342,114
    )
    
    
    47,393
    
    
    
    35,610
    
    
    
    10,440Earnings per share  basic:(2)Income (loss) from continuing operations
    
    $
    0.44
    
    
    $
    (4.17
    )
    
    $
    0.76
    
    
    $
    0.77
    
    
    $
    0.69Discontinued operations
    
    
    (0.11
    )
    
    
    (0.20
    )
    
    
    0.02
    
    
    
    (0.04
    )
    
    
    (0.48
    )Net income (loss)
    
    $
    0.33
    
    
    $
    (4.37
    )
    
    $
    0.78
    
    
    $
    0.73
    
    
    $
    0.21Earnings per share  diluted:(2)Income (loss) from continuing operations
    
    $
    0.43
    
    
    $
    (4.17
    )
    
    $
    0.73
    
    
    $
    0.75
    
    
    $
    0.67Discontinued operations
    
    
    (0.10
    )
    
    
    (0.20
    )
    
    
    0.02
    
    
    
    (0.04
    )
    
    
    (0.46
    )Net income (loss)
    
    $
    0.33
    
    
    $
    (4.37
    )
    
    $
    0.75
    
    
    $
    0.71
    
    
    $
    0.21
 2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Working capital
    
    $
    148,452
    
    
    $
    234,741
    
    
    $
    525,778
    
    
    $
    159,760
    
    
    $
    121,336Total assets
    
    
    1,013,991
    
    
    
    1,146,360
    
    
    
    1,972,361
    
    
    
    778,353
    
    
    
    487,824Long-term obligations
    
    
    97,017
    
    
    
    175,607
    
    
    
    441,521
    
    
    
    3,750
    
    
    
    Total liabilities
    
    
    737,064
    
    
    
    895,796
    
    
    
    1,370,778
    
    
    
    583,525
    
    
    
    338,782Shareholders equity
    
    
    276,927
    
    
    
    250,564
    
    
    
    600,765
    
    
    
    194,828
    
    
    
    149,042
 
 (1)
    
    The consolidated statements of operations reflect the reclassification of the results of
operations of our 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 2009, 2008, 2007, 2006 and 2005; $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; and
$16.1 million of tax benefits in 2007. See Item 7, Managements Discussion and Analysis of
Financial Condition.(2)
    
    Per share amounts for all periods have been adjusted to reflect the 6 for 5 Common Stock split
(paid in the form of a stock dividend) effected on May 31, 2006, and the 3 for 2 common stock
splits (paid in the form of stock dividends) effected on December 30, 2005 and September 15, 2005.




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Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 OVERVIEW AND RECENT DEVELOPMENTS
     Spending and Debt Reduction Plan.
 Workforce reduction
 Revised debt reduction
 Share Repurchase Program.




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Americas division headquarters purchase




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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
    
    
    
    28
    %
    
    
    (27
    %)Europe, Middle East and Africa
    
    
    1,544,509
    
    
    
    54
    %
    
    
    2,155,876
    
    
    
    54
    %
    
    
    (28
    %)Total
    
    $
    2,827,501
    
    
    
    100
    %
    
    $
    4,004,398
    
    
    
    100
    %
    
    
    (29
    %)Logistic services revenueAmericas
    
    $
    192,276
    
    
    
    54
    %
    
    $
    184,188
    
    
    
    43
    %
    
    
    4
    %Asia-Pacific
    
    
    33,631
    
    
    
    9
    %
    
    
    47,924
    
    
    
    11
    %
    
    
    (30
    %)Europe, Middle East and Africa
    
    
    131,875
    
    
    
    37
    %
    
    
    192,235
    
    
    
    46
    %
    
    
    (31
    %)Total
    
    $
    357,782
    
    
    
    100
    %
    
    $
    424,347
    
    
    
    100
    %
    
    
    (16
    %)Total revenueAmericas
    
    $
    640,362
    
    
    
    20
    %
    
    $
    889,417
    
    
    
    20
    %
    
    
    (28
    %)Asia-Pacific
    
    
    868,537
    
    
    
    27
    %
    
    
    1,191,217
    
    
    
    27
    %
    
    
    (27
    %)Europe, Middle East and Africa
    
    
    1,676,384
    
    
    
    53
    %
    
    
    2,348,111
    
    
    
    53
    %
    
    
    (29
    %)Total
    
    $
    3,185,283
    
    
    
    100
    %
    
    $
    4,428,745
    
    
    
    100
    %
    
    
    (28
    %)
 Year Ended December 31,% of
    
    
    
    
    
    % of2009
    
    Total
    
    2008
    
    Total
    
    Change(Amounts in 000s)Wireless devices sold through distributionAmericas
    
    
    2,988
    
    
    
    16
    %
    
    
    5,397
    
    
    
    22
    %
    
    
    (45
    %)Asia-Pacific
    
    
    6,420
    
    
    
    33
    %
    
    
    10,185
    
    
    
    42
    %
    
    
    (37
    %)Europe, Middle East and Africa
    
    
    9,766
    
    
    
    51
    %
    
    
    8,649
    
    
    
    36
    %
    
    
    13
    %Total
    
    
    19,174
    
    
    
    100
    %
    
    
    24,231
    
    
    
    100
    %
    
    
    (21
    %)Wireless devices handled through logistic servicesAmericas
    
    
    55,995
    
    
    
    87
    %
    
    
    51,577
    
    
    
    88
    %
    
    
    9
    %Asia-Pacific
    
    
    2,686
    
    
    
    4
    %
    
    
    2,014
    
    
    
    3
    %
    
    
    33
    %Europe, Middle East and Africa
    
    
    5,625
    
    
    
    9
    %
    
    
    4,710
    
    
    
    9
    %
    
    
    19
    %Total
    
    
    64,306
    
    
    
    100
    %
    
    
    58,301
    
    
    
    100
    %
    
    
    10
    %Total wireless devices handledAmericas
    
    
    58,983
    
    
    
    71
    %
    
    
    56,974
    
    
    
    69
    %
    
    
    4
    %Asia-Pacific
    
    
    9,106
    
    
    
    11
    %
    
    
    12,199
    
    
    
    15
    %
    
    
    (25
    %)Europe, Middle East and Africa
    
    
    15,391
    
    
    
    18
    %
    
    
    13,359
    
    
    
    16
    %
    
    
    15
    %Total
    
    
    83,480
    
    
    
    100
    %
    
    
    82,532
    
    
    
    100
    %
    
    
    1
    %




---



##### 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
    %)
    
    
    (5
    %)
    
    
    (3
    %)
    
    
    (29
    %)Logistic services
    
    
    3
    %
    
    
    (3
    %)
    
    
    (16
    %)
    
    
    0
    %
    
    
    (16
    %)Total
    
    
    (15
    %)
    
    
    (4
    %)
    
    
    (7
    %)
    
    
    (2
    %)
    
    
    (28
    %)
 
 (1)
    
    Handset-based volume
represents the percentage
change in revenue due to
the change in quantity of
wireless devices sold
through our distribution
business and the change
in quantity of wireless
devices handled through
our logistic services
business.(2)
    
    Average selling price
represents the percentage
change in revenue due to
the change in the average
selling price of wireless
devices sold through our
distribution business and
the change in the average
fee per wireless device
handled through our
logistic services
business.(3)
    
    Non-handset distribution
revenue represents the
percentage change in
revenue from accessories
sold, freight and
non-voice navigation
devices sold through our
distribution business.
Non-handset based
logistic services revenue
represents the percentage
change in revenue from
the sale of prepaid
airtime, freight billed,
and fee based services
other than fees earned
from wireless devices
handled. Changes in
non-handset based revenue
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
    
    
    2,988
    
    
    
    5
    %
    
    
    5,397
    
    
    
    9
    %
    
    
    (45
    %)Logistic services
    
    
    55,995
    
    
    
    95
    %
    
    
    51,577
    
    
    
    91
    %
    
    
    9
    %Total
    
    
    58,983
    
    
    
    100
    %
    
    
    56,974
    
    
    
    100
    %
    
    
    4
    %




---



##### 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
    
    
    3
    %
    
    
    1
    %
    
    
    0
    %
    
    
    0
    %
    
    
    4
    %Total
    
    
    (29
    %)
    
    
    2
    %
    
    
    0
    %
    
    
    (1
    %)
    
    
    (28
    %)
   Asia-Pacific
 Year Ended December 31,% 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
    %)
  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
    %)
    
    
    6
    %
    
    
    0
    %
    
    
    (2
    %)
    
    
    (27
    %)Logistic services
    
    
    22
    %
    
    
    (24
    %)
    
    
    (27
    %)
    
    
    (1
    %)
    
    
    (30
    %)Total
    
    
    (29
    %)
    
    
    5
    %
    
    
    (2
    %)
    
    
    (1
    %)
    
    
    (27
    %)




---



##### Table of Contents



Europe, Middle East and Africa
 Year Ended December 31,% of
    
    
    
    
    
    % of(Amounts in 000s)
    
    2009
    
    Total
    
    2008
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    1,544,509
    
    
    
    92
    %
    
    $
    2,155,876
    
    
    
    92
    %
    
    
    (28
    %)Logistic services
    
    
    131,875
    
    
    
    8
    %
    
    
    192,235
    
    
    
    8
    %
    
    
    (31
    %)Total
    
    $
    1,676,384
    
    
    
    100
    %
    
    $
    2,348,111
    
    
    
    100
    %
    
    
    (29
    %)WIRELESS DEVICES HANDLED :Distribution
    
    
    9,766
    
    
    
    63
    %
    
    
    8,649
    
    
    
    65
    %
    
    
    13
    %Logistic services
    
    
    5,625
    
    
    
    37
    %
    
    
    4,710
    
    
    
    35
    %
    
    
    19
    %Total
    
    
    15,391
    
    
    
    100
    %
    
    
    13,359
    
    
    
    100
    %
    
    
    15
    %
  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
    
    
    (4
    %)
    
    
    (11
    %)
    
    
    (9
    %)
    
    
    (4
    %)
    
    
    (28
    %)Logistic services
    
    
    (1
    %)
    
    
    (2
    %)
    
    
    (28
    %)
    
    
    0
    %
    
    
    (31
    %)Total
    
    
    (3
    %)
    
    
    (10
    %)
    
    
    (12
    %)
    
    
    (4
    %)
    
    
    (29
    %)




---



##### Table of Contents



Gross Profit and Gross Margin
 Year Ended December 31,% of
    
    
    
    
    
    % of2009
    
    Total
    
    2008
    
    Total
    
    Change(Amounts in 000s)Distribution
    
    $
    118,107
    
    
    
    43
    %
    
    $
    174,971
    
    
    
    52
    %
    
    
    (32
    %)Logistic services
    
    
    157,712
    
    
    
    57
    %
    
    
    158,433
    
    
    
    48
    %
    
    
    0
    %Gross profit
    
    $
    275,819
    
    
    
    100
    %
    
    $
    333,404
    
    
    
    100
    %
    
    
    (17
    %)Distribution
    
    
    4.2
    %
    
    
    
    
    
    
    4.4
    %
    
    
    
    
    
    
    (0.2)
    pointsLogistic services
    
    
    44.1
    %
    
    
    
    
    
    
    37.3
    %
    
    
    
    
    
    
    6.8
    pointsGross margin
    
    
    8.7
    %
    
    
    
    
    
    
    7.5
    %
    
    
    
    
    
    
    1.2
    points
     Selling General and Administrative (SG&A) Expenses
 Year Ended December 31,2009
    
    2008
    
    Change(Amounts in 000s)SG&A expenses
    
    $
    212,741
    
    
    $
    254,239
    
    
    
    (16
    %)Percent of revenue
    
    
    6.7
    %
    
    
    5.7
    %
    
    
    1.0
    points




---



##### Table of Contents



Impairment of Long-Lived Assets
  Amortization Expense
  Restructuring Charge
  Operating Income (Loss) from Continuing Operations
 Year Ended December 31,% of
    
    
    
    
    
    % of2009
    
    Total
    
    2008
    
    Total
    
    Change(Amounts in 000s)Americas
    
    $
    51,832
    
    
    
    NM
    
    
    $
    38,669
    
    
    
    NM
    
    
    
    34
    %Asia-Pacific
    
    
    24,775
    
    
    
    NM
    
    
    
    24,992
    
    
    
    NM
    
    
    
    (1
    %)Europe, Middle East and Africa
    
    
    (7,897
    )
    
    
    NM
    
    
    
    (309,074
    )
    
    
    NM
    
    
    
    (97
    %)Corporate
    
    
    (36,407
    )
    
    
    NM
    
    
    
    (33,053
    )
    
    
    NM
    
    
    
    (10
    %)Total
    
    $
    32,303
    
    
    
    100
    %
    
    $
    (278,466
    )
    
    
    100
    %
    
    
    (112
    %)
   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
    
    
    (0.5
    %)
    
    
    (13.2
    )%
    
    
    12.7
    pointsTotal
    
    
    1.0
    %
    
    
    (6.3
    )%
    
    
    7.3
    points




---



##### Table of Contents



Interest, net
 Year Ended December 31,2009
    
    2008
    
    Change(Amounts in 000s)Interest expense
    
    $
    9,963
    
    
    $
    24,032
    
    
    
    (59
    %)Interest income
    
    
    (780
    )
    
    
    (4,693
    )
    
    
    (83
    %)Interest, net
    
    $
    9,183
    
    
    $
    19,339
    
    
    
    (53
    %)
   Gain on indemnification settlement
  Other (Income) Expense
 Year Ended December 31,2009
    
    2008
    
    Change(Amounts in 000s)Other income (expense)
    
    $
    545
    
    
    $
    3,478
    
    
    
    (84
    %)




---



##### Table of Contents



Income Tax Expense (Benefit)
 Year Ended December 31,2009
    
    2008
    
    Change(Amounts in 000s)Income tax expense (benefit)
    
    $
    (4,780
    )
    
    $
    25,108
    
    
    
    (119
    %)Effective tax rate
    
    NM
    
    NM
    
    NM
 
 NM
    =
    not meaningful     Discontinued Operations




---



##### Table of Contents



Year Ended December 31,2009
    
    
    2008Revenue
    
    $
    26,239
    
    
    $
    229,303Loss from discontinued operations before income taxes
    
    $
    (7,842
    )
    
    $
    (16,597
    )Income tax expense (benefit
    
    
    135
    
    
    
    (651
    )Loss from discontinued operations
    
    $
    (7,977
    )
    
    $
    (15,946
    )Gain (loss) on disposal from discontinued operations (1)
    
    
    (522
    )
    
    
    584Total discontinued operations, net of income taxes
    
    $
    (8,499
    )
    
    $
    (15,362
    )




---



##### Table of Contents



2008 RESULTS OF OPERATIONS
 Revenue and units handled by division and service line
 Year Ended December 31,% of
    
    
    
    
    
    % of2008
    
    Total
    
    2007
    
    Total
    
    Change(Amounts in 000s)Distribution revenueAmericas
    
    $
    705,229
    
    
    
    18
    %
    
    $
    960,405
    
    
    
    25
    %
    
    
    (27
    %)Asia-Pacific
    
    
    1,143,293
    
    
    
    28
    %
    
    
    1,495,125
    
    
    
    40
    %
    
    
    (24
    %)Europe, Middle East and Africa
    
    
    2,155,876
    
    
    
    54
    %
    
    
    1,316,169
    
    
    
    35
    %
    
    
    64
    %Total
    
    $
    4,004,398
    
    
    
    100
    %
    
    $
    3,771,699
    
    
    
    100
    %
    
    
    6
    %Logistic services revenueAmericas
    
    $
    184,188
    
    
    
    43
    %
    
    $
    195,028
    
    
    
    55
    %
    
    
    (6
    %)Asia-Pacific
    
    
    47,924
    
    
    
    11
    %
    
    
    35,290
    
    
    
    10
    %
    
    
    36
    %Europe, Middle East and Africa
    
    
    192,235
    
    
    
    46
    %
    
    
    124,066
    
    
    
    35
    %
    
    
    55
    %Total
    
    $
    424,347
    
    
    
    100
    %
    
    $
    354,384
    
    
    
    100
    %
    
    
    20
    %Total revenueAmericas
    
    $
    889,417
    
    
    
    20
    %
    
    $
    1,155,433
    
    
    
    28
    %
    
    
    (23
    %)Asia-Pacific
    
    
    1,191,217
    
    
    
    27
    %
    
    
    1,530,415
    
    
    
    37
    %
    
    
    (22
    %)Europe, Middle East and Africa
    
    
    2,348,111
    
    
    
    53
    %
    
    
    1,440,235
    
    
    
    35
    %
    
    
    63
    %Total
    
    $
    4,428,745
    
    
    
    100
    %
    
    $
    4,126,083
    
    
    
    100
    %
    
    
    7
    %
 Year Ended December 31,% of
    
    
    
    
    
    % of2008
    
    Total
    
    2007
    
    Total
    
    Change(Amounts in 000s)Wireless devices sold through distributionAmericas
    
    
    5,397
    
    
    
    22
    %
    
    
    7,117
    
    
    
    28
    %
    
    
    (24
    %)Asia-Pacific
    
    
    10,185
    
    
    
    42
    %
    
    
    13,064
    
    
    
    52
    %
    
    
    (22
    %)Europe, Middle East and Africa
    
    
    8,649
    
    
    
    36
    %
    
    
    5,079
    
    
    
    20
    %
    
    
    70
    %Total
    
    
    24,231
    
    
    
    100
    %
    
    
    25,260
    
    
    
    100
    %
    
    
    (4
    %)Wireless devices handled through logistic servicesAmericas
    
    
    51,577
    
    
    
    88
    %
    
    
    52,492
    
    
    
    92
    %
    
    
    (2
    %)Asia-Pacific
    
    
    2,014
    
    
    
    3
    %
    
    
    1,756
    
    
    
    3
    %
    
    
    15
    %Europe, Middle East and Africa
    
    
    4,710
    
    
    
    9
    %
    
    
    2,665
    
    
    
    5
    %
    
    
    77
    %Total
    
    
    58,301
    
    
    
    100
    %
    
    
    56,913
    
    
    
    100
    %
    
    
    2
    %Total wireless devices handledAmericas
    
    
    56,974
    
    
    
    69
    %
    
    
    59,609
    
    
    
    73
    %
    
    
    (4
    %)Asia-Pacific
    
    
    12,199
    
    
    
    15
    %
    
    
    14,820
    
    
    
    18
    %
    
    
    (18
    %)Europe, Middle East and Africa
    
    
    13,359
    
    
    
    16
    %
    
    
    7,744
    
    
    
    9
    %
    
    
    73
    %Total
    
    
    82,532
    
    
    
    100
    %
    
    
    82,173
    
    
    
    100
    %
    
    
    0
    %




---



##### Table of Contents



2008 Percentage Change in Revenue vs. 2007Non-
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalWireless
    
    Average
    
    handset
    
    
    
    
    
    
    
    
    
    
    
    
    
    Percentagedevices
    
    Selling
    
    based
    
    Foreign
    
    
    
    
    
    
    
    
    
    Change inhandled (1)
    
    Price (2)
    
    revenue (3)
    
    Currency
    
    Subtotal (4)
    
    Acquisitions
    
    RevenueDistribution
    
    
    (20
    %)
    
    
    (6
    %)
    
    
    1
    %
    
    
    (1
    %)
    
    
    (26
    %)
    
    
    32
    %
    
    
    6
    %Logistic services
    
    
    0
    %
    
    
    (4
    %)
    
    
    8
    %
    
    
    3
    %
    
    
    7
    %
    
    
    13
    %
    
    
    20
    %Total
    
    
    (18
    %)
    
    
    (6
    %)
    
    
    2
    %
    
    
    (1
    %)
    
    
    (23
    %)
    
    
    30
    %
    
    
    7
    %
 
 (1)
    
    Handset-based volume represents the percentage change in revenue due
to the change in quantity of wireless devices sold through our
distribution business and the change in quantity of wireless devices
handled through our logistic services business.(2)
    
    Average selling price represents the percentage change in revenue due
to the change in the average selling price of wireless devices sold
through our distribution business and the change in the average fee
per wireless device handled through our logistic services business.(3)
    
    Non-handset distribution revenue represents the percentage change in
revenue from accessories sold, freight and non-voice navigation
devices sold through our distribution business. Non-handset based
logistic services revenue represents the percentage change in revenue
from the sale of prepaid airtime, freight billed, and fee based
services other than fees earned from wireless devices handled.Changes in non-handset based
revenue does not include changes in reported wireless devices.(4)
    
    The subtotal represents the percent change in distribution revenue and
logistic services revenue excluding the impact the acquisitions of the
North America and Latin America operations of CellStar on March 31,
2007 and the acquisition of Dangaard Telecom on July 31, 2007. Revenue and wireless devices handled by division:
 Americas
 Year Ended December 31,% of
    
    
    
    
    
    % of(Amounts in 000s)
    
    2008
    
    Total
    
    2007
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    705,229
    
    
    
    79
    %
    
    $
    960,405
    
    
    
    83
    %
    
    
    (27
    %)Logistic services
    
    
    184,188
    
    
    
    21
    %
    
    
    195,028
    
    
    
    17
    %
    
    
    (6
    %)Total
    
    $
    889,417
    
    
    
    100
    %
    
    $
    1,155,433
    
    
    
    100
    %
    
    
    (23
    %)WIRELESS DEVICES HANDLED :Distribution
    
    
    5,397
    
    
    
    9
    %
    
    
    7,117
    
    
    
    12
    %
    
    
    (24
    %)Logistic services
    
    
    51,577
    
    
    
    91
    %
    
    
    52,492
    
    
    
    88
    %
    
    
    (2
    %)Total
    
    
    56,974
    
    
    
    100
    %
    
    
    59,609
    
    
    
    100
    %
    
    
    (4
    %)




---



##### Table of Contents



2008 Percentage Change in Revenue vs. 2007Non-Wireless
    
    Average
    
    handsetdevices
    
    Selling
    
    based
    
    Foreign
    
    
    
    
    
    CellStarhandled
    
    Price
    
    revenue
    
    Currency
    
    Subtotal
    
    Acquisition
    
    TotalDistribution
    
    
    (42
    %)
    
    
    5
    %
    
    
    (2
    %)
    
    
    0
    %
    
    
    (39
    %)
    
    
    12
    %
    
    
    (27
    %)Logistic services
    
    
    (1
    %)
    
    
    (3
    %)
    
    
    (2
    %)
    
    
    0
    %
    
    
    (6
    %)
    
    
    0
    %
    
    
    (6
    %)Total
    
    
    (35
    %)
    
    
    4
    %
    
    
    (2
    %)
    
    
    0
    %
    
    
    (33
    %)
    
    
    10
    %
    
    
    (23
    %)
   Asia-Pacific
 Year Ended December 31,% of
    
    
    
    
    
    
    % of(Amounts in 000s)
    
    2008
    
    
    Total
    
    
    2007
    
    
    Total
    
    
    ChangeREVENUE:Distribution
    
    $
    1,143,293
    
    
    
    96
    %
    
    $
    1,495,125
    
    
    
    98
    %
    
    
    (24
    %)Logistic services
    
    
    47,924
    
    
    
    4
    %
    
    
    35,290
    
    
    
    2
    %
    
    
    36
    %Total
    
    $
    1,191,217
    
    
    
    100
    %
    
    $
    1,530,415
    
    
    
    100
    %
    
    
    (22
    %)WIRELESS DEVICES HANDLED :Distribution
    
    
    10,185
    
    
    
    83
    %
    
    
    13,064
    
    
    
    88
    %
    
    
    (22
    %)Logistic services
    
    
    2,014
    
    
    
    17
    %
    
    
    1,756
    
    
    
    12
    %
    
    
    15
    %Total
    
    
    12,199
    
    
    
    100
    %
    
    
    14,820
    
    
    
    100
    %
    
    
    (18
    %)




---



##### Table of Contents



2008 Percentage Change in Revenue vs. 2007Non-Wireless
    
    Average
    
    handsetdevices
    
    Selling
    
    based
    
    Foreignhandled
    
    Price
    
    revenue
    
    Currency
    
    TotalDistribution
    
    
    (21
    %)
    
    
    (2
    %)
    
    
    0
    %
    
    
    (1
    %)
    
    
    (24
    %)Logistic services
    
    
    4
    %
    
    
    6
    %
    
    
    26
    %
    
    
    0
    %
    
    
    36
    %Total
    
    
    (20
    %)
    
    
    (2
    %)
    
    
    1
    %
    
    
    (1
    %)
    
    
    (22
    %)
   Europe, Middle East and Africa
 Year Ended December 31,% of
    
    
    
    
    
    
    % of(Amounts in 000s)
    
    2008
    
    
    Total
    
    
    2007
    
    
    Total
    
    
    ChangeREVENUE:Distribution
    
    $
    2,155,876
    
    
    
    92
    %
    
    $
    1,316,169
    
    
    
    91
    %
    
    
    64
    %Logistic services
    
    
    192,235
    
    
    
    8
    %
    
    
    124,066
    
    
    
    9
    %
    
    
    55
    %Total
    
    $
    2,348,111
    
    
    
    100
    %
    
    $
    1,440,235
    
    
    
    100
    %
    
    
    63
    %WIRELESS DEVICES HANDLED :Distribution
    
    
    8,649
    
    
    
    65
    %
    
    
    5,079
    
    
    
    66
    %
    
    
    70
    %Logistic services
    
    
    4,710
    
    
    
    35
    %
    
    
    2,665
    
    
    
    34
    %
    
    
    77
    %Total
    
    
    13,359
    
    
    
    100
    %
    
    
    7,744
    
    
    
    100
    %
    
    
    73
    %




---



##### Table of Contents



2008 Percentage Change in Revenue vs. 2007Non-Wireless
    
    Average
    
    handset
    
    
    
    
    
    
    
    
    
    Dangaarddevices
    
    Selling
    
    based
    
    Foreign
    
    
    
    
    
    Telecomhandled
    
    Price
    
    revenue
    
    Currency
    
    Subtotal
    
    Acquisition
    
    TotalDistribution
    
    
    (2
    %)
    
    
    (19
    %)
    
    
    5
    %
    
    
    (3
    %)
    
    
    (19
    %)
    
    
    83
    %
    
    
    64
    %Logistic services
    
    
    0
    %
    
    
    (8
    %)
    
    
    20
    %
    
    
    7
    %
    
    
    19
    %
    
    
    36
    %
    
    
    55
    %Total
    
    
    (2
    %)
    
    
    (18
    %)
    
    
    6
    %
    
    
    (2
    %)
    
    
    (16
    %)
    
    
    79
    %
    
    
    63
    %
   Gross Profit and Gross Margin
 Year Ended December 31,% of
    
    
    
    
    
    
    % of2008
    
    
    Total
    
    
    2007
    
    
    Total
    
    
    Change(Amounts in 000s)Distribution
    
    $
    174,971
    
    
    
    52
    %
    
    $
    161,217
    
    
    
    62
    %
    
    
    9
    %Logistic services
    
    
    158,433
    
    
    
    48
    %
    
    
    100,657
    
    
    
    38
    %
    
    
    57
    %Gross profit
    
    $
    333,404
    
    
    
    100
    %
    
    $
    261,874
    
    
    
    100
    %
    
    
    27
    %Distribution
    
    
    4.4
    %
    
    
    
    
    
    
    4.3
    %
    
    
    
    
    
    0.1 pointsLogistic services
    
    
    37.3
    %
    
    
    
    
    
    
    28.4
    %
    
    
    
    
    
    8.9 pointsGross margin
    
    
    7.5
    %
    
    
    
    
    
    
    6.3
    %
    
    
    
    
    
    1.2 points




---



##### Table of Contents



Selling General and Administrative (SG&A) Expenses
 Year Ended December 31,2008
    
    2007
    
    Change(Amounts in 000s)SG&A expenses
    
    $
    254,239
    
    
    $
    179,484
    
    
    
    42
    %Percent of revenue
    
    
    5.7
    %
    
    
    4.3
    %
    
    
    1.4
    points
  Amortization Expense
  Goodwill Impairment Charge
   Restructuring Charge




---



##### Table of Contents



Operating Income (Loss) from Continuing Operations
 Year Ended December 31,% of
    
    
    
    
    
    % of2008
    
    Total
    
    2007
    
    Total
    
    Change(Amounts in 000s)Americas
    
    $
    38,669
    
    
    NM
    
    $
    43,709
    
    
    
    69
    %
    
    
    (12
    %)Asia-Pacific
    
    
    24,992
    
    
    NM
    
    
    33,114
    
    
    
    52
    %
    
    
    (25
    %)Europe Middle East and Africa
    
    
    (309,074
    )
    
    NM
    
    
    15,126
    
    
    
    24
    %
    
    
    (2143
    %)Corporate
    
    
    (33,053
    )
    
    NM
    
    
    (28,748
    )
    
    
    (45
    %)
    
    
    (15
    %)Total
    
    $
    (278,466
    )
    
    
    100
    %
    
    $
    63,201
    
    
    
    100
    %
    
    
    (541
    %)
   Year Ended December31,2008
    
    2007
    
    ChangeAmericas
    
    
    4.3
    %
    
    
    3.8
    %
    
    
    0.5
    pointsAsia-Pacific
    
    
    2.1
    %
    
    
    2.2
    %
    
    

    (0.1
    ) pointsEurope Middle East and Africa
    
    
    (13.2
    %)
    
    
    1.1
    %
    
    

    (14.3
    ) pointsTotal
    
    
    (6.3
    %)
    
    
    1.5
    %
    
    
    (7.8
    ) points




---



##### Table of Contents



Interest
  Year Ended December 31,2008
    
    2007
    
    Change(Amounts in 000s)Interest expense
    
    $
    24,032
    
    
    $
    17,793
    
    
    
    35
    %Interest income
    
    
    (4,693
    )
    
    
    (2,052
    )
    
    
    129
    %Interest, net
    
    $
    19,339
    
    
    $
    15,741
    
    
    
    23
    %
    Other Expense
 Year Ended December 31,2008
    
    2007
    
    Change(Amounts in 000s)Other income (expense)
    
    $
    3,478
    
    
    $
    848
    
    
    
    310
    %
  Income Tax Expense
 Year Ended December 31,2008
    
    2007(Amounts in 000s)Income tax expense
    
    $
    25,108
    
    
    $
    248Effective tax rate
    
    NM
    
    NM
 
 NM =
    
    Not meaningful  Discontinued Operations




---



##### Table of Contents



Year Ended December 31,2008
    
    
    2007Revenue
    
    $
    229,303
    
    
    $
    174,193Loss from discontinued operations before income taxes
    
    $
    (16,597
    )
    
    $
    851Income tax expense (benefit)
    
    
    (651
    )
    
    
    218Loss from discontinued operations
    
    $
    (15,946
    )
    
    $
    633Gain (loss) on disposal from discontinued operations (1)
    
    
    584
    
    
    
    742Total discontinued operations, net of income taxes
    
    $
    (15,362
    )
    
    $
    1,375
 
 (1)
    
    Loss on disposal of discontinued operations for the year ended December 31, 2008
includes $8.8 million write-down of inventory related to the locally branded PC notebook
business in Slovakia. LIQUIDITY AND CAPITAL RESOURCES
 Consolidated Statement of Cash Flows
  Year Ended December 31,2009
    
    
    2008
    
    
    Change(Amounts in 000s)Net cash provided by (used in):Operating activities
    
    $
    163,814
    
    
    $
    272,806
    
    
    $
    (108,992
    )Investing activities
    
    
    (50,362
    )
    
    
    (25,511
    )
    
    
    (24,851
    )Financing activities
    
    
    (97,975
    )
    
    
    (281,013
    )
    
    
    183,038Effect of exchange rate changes on cash and cash equivalents
    
    
    8,347
    
    
    
    (11,216
    )
    
    
    19,563Net increase (decrease) in cash and cash equivalents
    
    $
    23,824
    
    
    $
    (44,934
    )
    
    $
    68,758




---



##### Table of Contents



Cash Conversion Cycle
 Year Ended December 31,2009
    
    
    2008Days sales outstanding in accounts receivable
    
    
    29
    
    
    
    27Days inventory on-hand
    
    
    24
    
    
    
    24Days payable outstanding
    
    
    (46
    )
    
    
    (36
    )Cash Conversion Cycle Days
    
    
    7
    
    
    
    15




---



##### Table of Contents



Year Ended December 31,(Dollar amounts in thousands)
    
    2009
    
    
    2008Days sales outstanding in accounts receivable:Continuing operations revenue
    
    $
    3,185,283
    
    
    $
    4,428,745Value-added taxes invoiced for continuing operations
    
    
    183,406
    
    
    
    260,514Total continuing operations revenue and value-added taxes
    
    $
    3,368,689
    
    
    $
    4,689,259Daily sales including value-added taxes
    
    
    9,357
    
    
    
    13,026Continuing operations ending accounts receivable
    
    $
    380,586
    
    
    $
    467,678Agency accounts receivable (1)
    
    
    (112,158
    )
    
    
    (114,440
    )Accounts receivable excluding agency receivables
    
    $
    268,428
    
    
    $
    353,238Days sales outstanding in accounts receivable(A)
    
    
    29
    
    
    
    27Days inventory on-hand:Continuing operations cost of revenue
    
    $
    2,909,464
    
    
    $
    4,095,341Indirect product and service costs
    
    
    (167,031
    )
    
    
    (196,172
    )Total continuing operations cost of products sold
    
    $
    2,742,433
    
    
    $
    3,899,169Daily cost of products sold
    
    
    7,618
    
    
    
    10,831Continuing operations ending inventory
    
    $
    212,911
    
    
    $
    283,275Agency inventory (1)
    
    
    (27,090
    )
    
    
    (26,726
    )Inventory excluding agency inventory
    
    $
    185,821
    
    
    $
    256,549Days inventory on-hand(B)
    
    
    24
    
    
    
    24Days payables outstanding in accounts payable:Daily cost of products sold
    
    $
    7,618
    
    
    $
    10,831Continuing operations ending accounts payable
    
    $
    485,579
    
    
    $
    515,376Agency accounts payable (1)
    
    
    (137,010
    )
    
    
    (117,688
    )Accounts payable excluding agency payables
    
    $
    348,569
    
    
    $
    397,688Days payable outstanding(C)
    
    
    46
    
    
    
    36Cash conversion cycle days (A+B-C)
    
    
    7
    
    
    
    15
 
 (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 Term Loans
    
    $
    97,017
    
    
    $
    97,017
    
    
    $
    
    
    
    $
    Global Credit Facility
    
    
    300,000
    
    
    
    
    
    
    
    797
    
    
    
    299,203Other
    
    
    46,500
    
    
    
    
    
    
    
    38
    
    
    
    46,462Total
    
    $
    443,517
    
    
    $
    97,017
    
    
    $
    835
    
    
    $
    345,665




---



##### Table of Contents



Liquidity analysis
  December 31,2009
    
    2008
    
    % Change(Amounts in 000s)Unrestricted cash
    
    $
    80,536
    
    
    $
    56,632
    
    
    
    42
    %Unused borrowing availability
    
    
    345,665
    
    
    
    344,609
    
    
    
    0
    %Liquidity
    
    $
    426,201
    
    
    $
    401,241
    
    
    
    6
    %
  Global Credit Facility
    
    Company ratio atRatio
    
    covenant
    
    December 31, 2009Maximum leverage ratio
    
    Not to exceed 3.0:1.0
    
    1.0:1.0Minimum interest coverage ratio
    
    Not below 4.0:1.0
    
    12.4:1.0
     OFF-BALANCE SHEET ARRANGEMENTS
 , Transfers and Servicing




---



##### Table of Contents



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
    
    $
    44,201
    
    
    $
    12,180
    
    
    $
    16,821
    
    
    $
    8,875
    
    
    
    6,325Total borrowings
    
    
    97,017
    
    
    
    
    
    
    
    97,017
    
    
    
    
    
    
    
    Interest on third party debt and lines of credit (1)
    
    
    7,271
    
    
    
    3,794
    
    
    
    3,477
    
    
    
    
    
    
    
    Purchase obligations(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Pension obligation
    
    
    4,168
    
    
    
    
    
    
    
    246
    
    
    
    245
    
    
    
    3,677Letters of credit
    
    
    3,610
    
    
    
    3,610
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    156,267
    
    
    $
    19,584
    
    
    $
    117,561
    
    
    $
    9,120
    
    
    $
    10,002
 
 (1)
    
    Interest on third party debt is calculated based on the interest rate as of December 31, 2009
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.  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.




---



##### Table of Contents



Deferred Taxes and Effective Tax Rates
   Goodwill and Long-lived Asset Impairment




---



##### Table of Contents



SEASONALITY
  Year
    
    1st Quarter
    
    2nd Quarter
    
    3rd Quarter
    
    4th Quarter2009
    
    
    23
    %
    
    
    24
    %
    
    
    26
    %
    
    
    27
    %2008
    
    
    24
    %
    
    
    25
    %
    
    
    25
    %
    
    
    26
    %2007
    
    
    23
    %
    
    
    23
    %
    
    
    25
    %
    
    
    29
    %
   Year
    
    1st Quarter
    
    2nd Quarter (1)
    
    3rd Quarter (1)
    
    4th Quarter (1)2009
    
    
    22
    %
    
    
    23
    %
    
    
    26
    %
    
    
    29
    %2008
    
    
    26
    %
    
    
    24
    %
    
    
    24
    %
    
    
    26
    %2007
    
    
    18
    %
    
    
    24
    %
    
    
    26
    %
    
    
    32
    %
 
 (1)
    
    Our calculation of seasonality for the year ended December 31, 2007 has not been adjusted
to include pro-forma results of operations for the U.S. operations and the Miami-based Latin
America business of CellStar Corporation and pro-forma results of operations for Dangaard
Telecom. FORWARD LOOKING AND CAUTIONARY STATEMENTS




---



##### 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




---



##### 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
    
    
    52Consolidated Balance Sheets
    
    
    53Consolidated Statements of Cash Flows
    
    
    54Consolidated Statements of Shareholders Equity
    
    
    55Notes to Consolidated Financial Statements
    
    
    54Report of Independent Registered Public Accounting Firm
    
    
    77




---



##### Table of Contents



Brightpoint, Inc.
 
 Consolidated Statements of Operations
 Year Ended December 31,(Amounts in thousands, except per share data)
    
    2009
    2008
    2007RevenueDistribution revenue
    
    $
    2,827,501
    
    
    $
    4,004,398
    
    
    $
    3,771,699Logistic services revenue
    
    
    357,782
    
    
    
    424,347
    
    
    
    354,384Total revenue
    
    
    3,185,283
    
    
    
    4,428,745
    
    
    
    4,126,083Cost of revenueCost of distribution revenue
    
    
    2,709,394
    
    
    
    3,829,427
    
    
    
    3,610,482Cost of logistic services revenue
    
    
    200,070
    
    
    
    265,914
    
    
    
    253,727Total cost of revenue
    
    
    2,909,464
    
    
    
    4,095,341
    
    
    
    3,864,209Gross profit
    
    
    275,819
    
    
    
    333,404
    
    
    
    261,874Selling, general and administrative expenses
    
    
    212,741
    
    
    
    254,239
    
    
    
    179,484Impairment of long-lived assets
    
    
    1,452
    
    
    
    
    
    
    
    Amortization expense
    
    
    15,862
    
    
    
    18,246
    
    
    
    10,528Goodwill impairment charge
    
    
    
    
    
    
    325,947
    
    
    
    Restructuring charge
    
    
    13,461
    
    
    
    13,438
    
    
    
    8,661Operating income (loss) from continuing operations
    
    
    32,303
    
    
    
    (278,466
    )
    
    
    63,201Interest, net
    
    
    9,183
    
    
    
    19,339
    
    
    
    15,741Other expense
    
    
    545
    
    
    
    3,478
    
    
    
    848Gain on indemnification settlement
    
    
    (7,700
    )
    
    
    
    
    
    
    Income (loss) from continuing operations before income taxes
    
    
    30,275
    
    
    
    (301,283
    )
    
    
    46,612Income tax expense (benefit)
    
    
    (4,780
    )
    
    
    25,108
    
    
    
    248Income (loss) from continuing operations
    
    
    35,055
    
    
    
    (326,391
    )
    
    
    46,364Discontinued operations, net of income taxes:Gain (loss) from discontinued operations
    
    
    (7,977
    )
    
    
    (15,946
    )
    
    
    633Gain (loss) on disposal of discontinued operations
    
    
    (522
    )
    
    
    584
    
    
    
    742Total discontinued operations, net of income taxes
    
    
    (8,499
    )
    
    
    (15,362
    )
    
    
    1,375Net income (loss)
    
    
    26,556
    
    
    
    (341,753
    )
    
    
    47,739Net income (loss)attributable to noncontrolling interest
    
    
    
    
    
    
    (361
    )
    
    
    (346
    )Net income(loss) attributable to common shareholders
    
    $
    26,556
    
    
    $
    (342,114
    )
    
    $
    47,393Earnings (loss) per share attributable to common shareholders  basic:Income (loss)from continuing operations
    
    $
    0.44
    
    
    $
    (4.17
    )
    
    $
    0.76Discontinued operations, net of income taxes
    
    
    (0.11
    )
    
    
    (0.20
    )
    
    
    0.02Net income(loss)
    
    $
    0.33
    
    
    $
    (4.37
    )
    
    $
    0.78Earnings (loss) per share attributable to common shareholders  diluted:Income (loss) from continuing operations
    
    $
    0.43
    
    
    $
    (4.17
    )
    
    $
    0.73Discontinued operations, net of income taxes
    
    
    (0.10
    )
    
    
    (0.20
    )
    
    
    0.02Net income(loss)
    
    $
    0.33
    
    
    $
    (4.37
    )
    
    $
    0.75Weighted average common shares outstanding:Basic
    
    
    80,422
    
    
    
    78,202
    
    
    
    61,174Diluted
    
    
    81,247
    
    
    
    78,202
    
    
    
    63,571
 See accompanying notes




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##### Table of Contents



Brightpoint, Inc.
 Consolidated Balance Sheets
 December 31,
    
    
    December 31,(Amounts in thousands)
    
    2009
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    81,050
    
    
    $
    57,226Accounts receivable (less allowance for doubtful
accounts of $12,205 in 2009 and $11,217 in 2008)
    
    
    382,973
    
    
    
    499,541Inventories
    
    
    212,909
    
    
    
    290,243Other current assets
    
    
    76,656
    
    
    
    61,392Total current assets
    
    
    753,588
    
    
    
    908,402Property and equipment, net
    
    
    82,328
    
    
    
    56,463Goodwill
    
    
    51,877
    
    
    
    51,439Other intangibles, net
    
    
    98,136
    
    
    
    107,286Other assets
    
    
    28,062
    
    
    
    22,770Total assets
    
    $
    1,013,991
    
    
    $
    1,146,360LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities:Accounts payable
    
    $
    486,584
    
    
    $
    534,906Accrued expenses
    
    
    118,552
    
    
    
    137,957Lines of credit and other short-term borrowings
    
    
    
    
    
    
    798Total current liabilities
    
    
    605,136
    
    
    
    673,661Long-term liabilities:Lines of credit, long-term
    
    
    
    
    
    
    1,501Long-term debt
    
    
    97,017
    
    
    
    174,106Other long-term liabilities
    
    
    34,911
    
    
    
    46,528Total long-term liabilities
    
    
    131,928
    
    
    
    222,135Total liabilities
    
    
    737,064
    
    
    
    895,796Commitments 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; 89,293 issued in 2009
and 88,730 issued in 2008
    
    
    893
    
    
    
    887Additional paid-in-capital
    
    
    631,027
    
    
    
    625,415Treasury stock, at cost, 10,309 shares in 2009 and
7,063 shares in 2008
    
    
    (84,639
    )
    
    
    (59,983
    )Retained deficit
    
    
    (286,092
    )
    
    
    (312,647
    )Accumulated other comprehensive income (loss)
    
    
    15,738
    
    
    
    (3,108
    )Total shareholders equity
    
    
    276,927
    
    
    
    250,564Total liabilities and shareholders equity
    
    $
    1,013,991
    
    
    $
    1,146,360
 See accompanying notes




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##### Table of Contents



Brightpoint, Inc.
 Consolidated Statements of Cash Flows
 Year Ended December 31,(Amounts in thousands)
    
    2009
    
    
    2008
    
    
    2007Operating activitiesNet income (loss)
    
    $
    26,556
    
    
    $
    (341,753
    )
    
    $
    47,739Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    35,171
    
    
    
    36,734
    
    
    
    24,747Impairment of long-lived assets
    
    
    1,452
    
    
    
    
    
    
    
    Non-cash compensation
    
    
    6,484
    
    
    
    6,557
    
    
    
    6,104Restructuring charge
    
    
    15,523
    
    
    
    13,904
    
    
    
    8,661Goodwill impairment charge
    
    
    
    
    
    
    325,947
    
    
    
    Gain on indemnification settlement
    
    
    (7,700
    )
    
    
    
    
    
    
    Change in deferred taxes
    
    
    (18,773
    )
    
    
    1,874
    
    
    
    (25,624
    )Other non-cash
    
    
    1,096
    
    
    
    (54
    )
    
    
    6,460Changes in operating assets and liabilities,
net of effects from acquisitions and divestitures:Accounts receivable
    
    
    152,024
    
    
    
    200,042
    
    
    
    (123,195
    )Inventories
    
    
    90,172
    
    
    
    161,573
    
    
    
    160,596Other operating assets
    
    
    (1,343
    )
    
    
    (9,929
    )
    
    
    (7,156
    )Accounts payable and accrued expenses
    
    
    (136,848
    )
    
    
    (122,089
    )
    
    
    (24,654
    )Net cash provided by operating activities
    
    
    163,814
    
    
    
    272,806
    
    
    
    73,678Investing activitiesCapital expenditures
    
    
    (49,178
    )
    
    
    (21,642
    )
    
    
    (20,247
    )Acquisitions, net of cash acquired
    
    
    
    
    
    
    (5,877
    )
    
    
    (68,902
    )Decrease (increase) in other assets
    
    
    (1,184
    )
    
    
    2,008
    
    
    
    (9,885
    )Net cash used in investing activities
    
    
    (50,362
    )
    
    
    (25,511
    )
    
    
    (99,034
    )Financing ActivitiesRepayments on lines of credit
    
    
    (1,578
    )
    
    
    (205,894
    )
    
    
    168,493Repayments on debt assumed from Dangaard Telecom
    
    
    
    
    
    
    
    
    
    
    (348,736
    )Proceeds from Global Term Loans
    
    
    
    
    
    
    
    
    
    
    250,000Repayments on Global Term Loans
    
    
    (78,159
    )
    
    
    (73,616
    )
    
    
    (4,726
    )Deferred financing costs paid
    
    
    (392
    )
    
    
    (330
    )
    
    
    (4,597
    )Purchase of treasury stock
    
    
    (16,955
    )
    
    
    (1,288
    )
    
    
    (400
    )Excess (deficient) tax benefit from equity based compensation
    
    
    (1,116
    )
    
    
    76
    
    
    
    1,602Proceeds from common stock issuances under employee stock
option plans
    
    
    225
    
    
    
    39
    
    
    
    4,129Net cash provided by (used in) financing activities
    
    
    (97,975
    )
    
    
    (281,013
    )
    
    
    65,765Effect of exchange rate changes on cash and cash equivalents
    
    
    8,347
    
    
    
    (11,216
    )
    
    
    7,420Net increase(decrease) in cash and cash equivalents
    
    
    23,824
    
    
    
    (44,934
    )
    
    
    47,829Cash and cash equivalents at beginning of period
    
    
    57,226
    
    
    
    102,160
    
    
    
    54,331Cash and cash equivalents at end of period
    
    $
    81,050
    
    
    $
    57,226
    
    
    $
    102,160
 See accompanying notes




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##### Table of Contents



Brightpoint, Inc.
 Consolidated Statements of Shareholders Equity
 Year ended December 31,(Amounts in thousands)
    
    2009
    
    
    2008
    
    
    2007Common stock:Balance at beginning of year
    
    $
    887
    
    
    
    
    
    
    $
    884
    
    
    
    
    
    
    $
    575Issued in connection with employee stock plans
and related income tax benefit
    
    
    6
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    9Issued for purchase of Dangaard Telecom
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300Balance at end of year
    
    
    893
    
    
    
    
    
    
    
    887
    
    
    
    
    
    
    
    884Additional paid-in capital:Balance at beginning of year
    
    
    625,415
    
    
    
    
    
    
    
    584,806
    
    
    
    
    
    
    
    266,756Issued in connection with employee stock plans
and related income tax benefit
    
    
    5,612
    
    
    
    
    
    
    
    6,859
    
    
    
    
    
    
    
    14,600Issued for purchase of Dangaard Telecom
    
    
    
    
    
    
    
    
    
    
    33,750
    
    
    
    
    
    
    
    303,450Balance at end of year
    
    
    631,027
    
    
    
    
    
    
    
    625,415
    
    
    
    
    
    
    
    584,806Retained earnings (deficit):Balance at beginning of year
    
    
    (312,647
    )
    
    
    
    
    
    
    29,467
    
    
    
    
    
    
    
    (17,917
    )Net income (loss) attributable to common
shareholders
    
    
    26,556
    
    
    $
    26,556
    
    
    
    (342,114
    )
    
    $
    (342,114
    )
    
    
    47,393
    
    
    $
    47,393Adjustment to adopt FASB Interpretation 48, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9
    )Balance at end of year
    
    
    (286,092
    )
    
    
    
    
    
    
    (312,647
    )
    
    
    
    
    
    
    29,467Noncontrolling interestBalance at beginning of year
    
    
    
    
    
    
    
    
    
    
    817
    
    
    
    
    
    
    
    Noncontrolling interest acquired in purchase of
Dangaard Telecom
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    427Net income attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    361
    
    
    
    361
    
    
    
    346
    
    
    
    346Currency translation of foreign investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44Acquisition of noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    (1,178
    )
    
    
    
    
    
    
    Balance at end of year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    817Accumulated other comprehensive income (loss):Balance at beginning of year
    
    
    (3,108
    )
    
    
    
    
    
    
    44,303
    
    
    
    
    
    
    
    3,710Currency translation of foreign investments
    
    
    
    
    
    
    18,293
    
    
    
    
    
    
    
    (44,901
    )
    
    
    
    
    
    
    41,001Unrealized gain on marketable securities
classified as available for sale, net of tax:Net gain (loss) arising during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,087
    )
    
    
    
    
    
    
    1,159Reclassification adjustment for losses
included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    928Unrealized gain (loss) on derivative instruments,
net of tax:Net gain (loss) arising during the period
    
    
    
    
    
    
    818
    
    
    
    
    
    
    
    (1,219
    )
    
    
    
    
    
    
    (1,598
    )Reclassification adjustment for losses
included in net income
    
    
    
    
    
    
    (65
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Pension benefit obligation
    
    
    
    
    
    
    (200
    )
    
    
    
    
    
    
    (132
    )
    
    
    
    
    
    
    31Other comprehensive income (loss)
    
    
    18,846
    
    
    
    18,846
    
    
    
    (47,411
    )
    
    
    (47,411
    )
    
    
    40,593
    
    
    
    40,593Total Comprehensive income (loss)
    
    
    
    
    
    $
    45,402
    
    
    
    
    
    
    $
    (389,164
    )
    
    
    
    
    
    $
    88,332Balance at end of year
    
    
    15,738
    
    
    
    
    
    
    
    (3,108
    )
    
    
    
    
    
    
    44,303Treasury stock:Balance at beginning of year
    
    
    (59,983
    )
    
    
    
    
    
    
    (58,695
    )
    
    
    
    
    
    
    (58,295
    )Purchase of treasury stock
    
    
    (24,656
    )
    
    
    
    
    
    
    (1,288
    )
    
    
    
    
    
    
    (400
    )Balance at end of year
    
    
    (84,639
    )
    
    
    
    
    
    
    (59,983
    )
    
    
    
    
    
    
    (58,695
    )Total shareholders equity
    
    $
    276,927
    
    
    
    
    
    
    $
    250,564
    
    
    
    
    
    
    $
    601,583
 See accompanying notes




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##### Table of Contents



1. Nature of Business and Summary of Significant Accounting Policies
 Nature of Business
   Principles of Consolidation
   Use of Estimates
  Revenue Recognition
 Revenue Recognition




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



Allowance for Doubtful Accounts
  Inventories
  Derivative Instruments and Hedging Activities
  Derivative
    
    Risk Being HedgedInterest rate swap
    
    Cash flows of interest payments on variable rate debt




---



##### Table of Contents



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.
  Balance at
    
    
    Quoted prices in
    
    
    Significant other observableDecember 31,
    
    
    active markets
    
    
    inputs2009
    
    
    (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
 Balance at
    
    
    Quoted prices in
    
    
    Significant other observableDecember 31,
    
    
    active markets
    
    
    inputs2008
    
    
    (Level 1)
    
    
    (Level 2)Financial instruments classified as assetsForward foreign currency contracts
    
    $
    63
    
    
    $
    
    
    
    $
    63Financial instruments classified as liabilitiesInterest rate swaps
    
    $
    4,657
    
    
    $
    
    
    
    $
    4,657Forward foreign currency contracts
    
    
    1,051
    
    
    
    
    
    
    
    1,051
 Property and Equipment
  Long-Lived Tangible and Finite-Lived Intangible Assets




---



##### Table of Contents



Accounting for the
Impairment or Disposal of Long-Lived Assets
 2010
    
    
    15,6922011
    
    
    14,8092012
    
    
    11,9552013
    
    
    9,9162014
    
    
    8,297
  Goodwill
 Goodwill and Other
Intangible Assets




---



##### Table of Contents



Americas
    
    
    EMEA
    
    
    Asia-Pacific
    
    
    TotalBalance at December 31, 2007
    
    $
    49,133
    
    
    $
    298,538
    
    
    $
    1,975
    
    
    $
    349,646Goodwill from acquisitions
    
    
    765
    
    
    
    44,219
    
    
    
    
    
    
    
    44,984Goodwill impairment charge
    
    
    
    
    
    
    (325,947
    )
    
    
    
    
    
    
    (325,947
    )Effects of foreign currency fluctuation
    
    
    
    
    
    
    (16,810
    )
    
    
    (434
    )
    
    
    (17,244
    )Balance at December 31, 2008
    
    
    49,898
    
    
    
    
    
    
    
    1,541
    
    
    
    51,439Balance at December 31, 2008
    
    
    49,898
    
    
    
    
    
    
    
    1,541
    
    
    
    51,439Effects of foreign currency fluctuation
    
    
    
    
    
    
    
    
    
    
    438
    
    
    
    438Balance at December 31, 2009
    
    $
    49,898
    
    
    $
    
    
    
    $
    1,979
    
    
    $
    51,877




---



##### Table of Contents



Foreign Currency Translation
  Income Taxes




---



##### Table of Contents



Earnings Per Share
  Year December 31,2009
    
    
    2008
    
    
    2007Income (loss) from continuing operations attributable to common shareholders
    
    $
    35,055
    
    
    $
    (326,752
    )
    
    $
    46,018Discontinued operations, net of income taxes
    
    
    (8,499
    )
    
    
    (15,362
    )
    
    
    1,375Net income (loss) attributable to common shareholders
    
    $
    26,556
    
    
    $
    (342,114
    )
    
    $
    47,393Earnings (loss) per share  basic:Income (loss) from continuing operations attributable to common shareholders
    
    $
    0.44
    
    
    $
    (4.17
    )
    
    $
    0.76Discontinued operations, net of income taxes
    
    
    (0.11
    )
    
    
    (0.20
    )
    
    
    0.02Net income (loss) attributable to common shareholders
    
    $
    0.33
    
    
    $
    (4.37
    )
    
    $
    0.78Earnings (loss) per share  diluted:Income (loss) from continuing operations attributable to common shareholders
    
    $
    0.43
    
    
    $
    (4.17
    )
    
    $
    0.73Discontinued operations, net of income taxes
    
    
    (0.10
    )
    
    
    (0.20
    )
    
    
    0.02Net income (loss) attributable to common shareholders
    
    $
    0.33
    
    
    $
    (4.37
    )
    
    $
    0.75Weighted average shares outstanding for basic earnings per share
    
    
    80,422
    
    
    
    78,202
    
    
    
    61,174Net effect of dilutive share options, restricted share units, and restricted shares
based on the treasury share method using average market price
    
    
    825
    
    
    
    
    
    
    
    2,397Weighted average shares outstanding for diluted earnings per share
    
    
    81,247
    
    
    
    78,202
    
    
    
    63,571
  Recently Issued Accounting Pronouncements
 Subsequent Events
 Business
Combinations
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB 51 Consolidation,




---



##### Table of Contents



Operating Segments




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##### Table of Contents



CorporateEurope
    
    
    andMiddle East
    
    
    ReconcilingAmericas
    
    
    Asia-Pacific
    
    
    and Africa
    
    
    Items
    
    
    Total2009:Distribution revenue
    
    $
    448,086
    
    
    $
    834,906
    
    
    $
    1,544,509
    
    
    $
    
    
    
    $
    2,827,501Logistic services revenue
    
    
    192,276
    
    
    
    33,631
    
    
    
    131,875
    
    
    
    
    
    
    
    357,782Total revenue from external customers
    
    $
    640,362
    
    
    $
    868,537
    
    
    $
    1,676,384
    
    
    $
    
    
    
    $
    3,185,283Income (loss) from continuing
operations before income taxes
    
    $
    51,200
    
    
    $
    24,001
    
    
    $
    (16,231
    )
    
    $
    (28,695
    )
    
    $
    30,275Depreciation and amortization
    
    
    11,650
    
    
    
    1,956
    
    
    
    20,413
    
    
    
    2,604
    
    
    
    36,623Capital expenditures
    
    
    38,331
    
    
    
    3,218
    
    
    
    5,767
    
    
    
    1,862
    
    
    
    49,178Total segment assets
    
    
    244,103
    
    
    
    199,357
    
    
    
    546,748
    
    
    
    23,783
    
    
    
    1,013,9912008:Distribution revenue
    
    $
    705,229
    
    
    $
    1,143,293
    
    
    $
    2,155,876
    
    
    $
    
    
    
    $
    4,004,398Logistic services revenue
    
    
    184,188
    
    
    
    47,924
    
    
    
    192,235
    
    
    
    
    
    
    
    424,347Total revenue from external customers
    
    $
    889,417
    
    
    $
    1,191,217
    
    
    $
    2,348,111
    
    
    $
    
    
    
    $
    4,428,745Income (loss) from continuing
operations before income taxes
    
    $
    34,571
    
    
    $
    30,203
    
    
    $
    (337,961
    )
    
    $
    (28,096
    )
    
    $
    (301,283
    )Depreciation and amortization
    
    
    9,950
    
    
    
    2,143
    
    
    
    22,532
    
    
    
    2,109
    
    
    
    36,734Goodwill impairment charge
    
    
    
    
    
    
    
    
    
    
    325,947
    
    
    
    
    
    
    
    325,947Capital expenditures
    
    
    4,476
    
    
    
    1,778
    
    
    
    10,155
    
    
    
    5,233
    
    
    
    21,642Total segment assets
    
    
    244,922
    
    
    
    198,779
    
    
    
    690,882
    
    
    
    11,777
    
    
    
    1,146,3602007:Distribution revenue
    
    $
    960,405
    
    
    $
    1,495,125
    
    
    $
    1,316,169
    
    
    $
    
    
    
    $
    3,771,699Logistic services revenue
    
    
    195,028
    
    
    
    35,290
    
    
    
    124,066
    
    
    
    
    
    
    
    354,384Total revenue from external customers
    
    $
    1,155,433
    
    
    $
    1,530,415
    
    
    $
    1,440,235
    
    
    $
    
    
    
    $
    4,126,083Income (loss) from continuing
operations before income taxes
    
    $
    37,936
    
    
    $
    32,095
    
    
    $
    3,391
    
    
    $
    (26,810
    )
    
    $
    46,612Depreciation and amortization
    
    
    10,236
    
    
    
    2,524
    
    
    
    10,878
    
    
    
    1,109
    
    
    
    24,747Capital expenditures
    
    
    10,937
    
    
    
    2,006
    
    
    
    5,757
    
    
    
    1,547
    
    
    
    20,247Total segment assets
    
    
    354,910
    
    
    
    218,953
    
    
    
    1,339,679
    
    
    
    58,819
    
    
    
    1,972,361




---



##### Table of Contents



Information about Geographic Areas:
 2009
    
    
    2008
    
    
    2007|
    
    | | | |Total Revenue (1)|
    
    | | | |AmericasUnited States
    
    $
    589,564
    
    
    $
    829,280
    
    
    $
    1,114,040Other (2)
    
    
    50,798
    
    
    
    60,137
    
    
    
    41,393Total Americas
    
    $
    640,362
    
    
    $
    889,417
    
    
    $
    1,155,433Asia-PacificSingapore
    
    
    571,676
    
    
    
    732,647
    
    
    
    939,450Other (2)
    
    
    296,861
    
    
    
    458,570
    
    
    
    590,965Total Asia-Pacific
    
    $
    868,537
    
    
    $
    1,191,217
    
    
    $
    1,530,415Europe, Middle East and AfricaGermany
    
    
    305,756
    
    
    
    453,623
    
    
    
    298,375Other (2)
    
    
    1,370,628
    
    
    
    1,894,488
    
    
    
    1,141,860Total Europe, Middle East
and Africa
    
    $
    1,676,384
    
    
    $
    2,348,111
    
    
    $
    1,440,235Total
    
    $
    3,185,283
    
    
    $
    4,428,745
    
    
    $
    4,126,083
 
 (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. 2009
    
    
    2008Long-Lived Assets (1)United States
    
    $
    57,632
    
    
    $
    34,765Other
    
    
    24,696
    
    
    
    21,698$
    82,328
    
    
    $
    56,463
 
 (1)
    
    Consists of property and equipment, net of accumulated depreciation. 2. Stock Based Compensation
  Amended 2004 Long-Term Incentive Plan




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##### Table of Contents



Stock Options
  WeightedWeighted
    
    
    Average
    
    
    AggregateAverage
    
    
    Remaining
    
    
    IntrinsicExercise
    
    
    Contractual
    
    
    Value as ofOptions
    
    
    Price
    
    
    Life
    
    
    December 31Outstanding at January 1
    
    
    477,264
    
    
    $
    7.73Granted
    
    
    
    
    
    
    Exercised
    
    
    (31,314
    )
    
    
    7.19Forfeited
    
    
    (9,750
    )
    
    
    10.74Expired
    
    
    (87,151
    )
    
    
    7.23Outstanding at December
31
    
    
    349,049
    
    
    $
    7.82
    
    
    
    0.42
    
    
    $
    106,186Exercisable at December
31
    
    
    297,434
    
    
    $
    7.15
    
    
    
    0.16
    
    
    $
    106,186
  ExercisableWeightedNumber
    
    
    Average
    
    
    Weighted
    
    
    Number
    
    
    WeightedOutstanding at
    
    
    Remaining
    
    
    Average
    
    
    Outstanding at
    
    
    AverageRange of
    
    December 31,
    
    
    Contractual
    
    
    Exercise
    
    
    December 31,
    
    
    ExerciseExercise Prices
    
    2009
    
    
    Life
    
    
    Price
    
    
    2009
    
    
    Price$6.78    $7.07
    
    
    184,804
    
    
    0.13      years
    
    $
    6.78
    
    
    
    184,804
    
    
    $
    6.78$7.08    $13.43
    
    
    164,245
    
    
    0.74      years
    
    
    8.99
    
    
    
    112,630
    
    
    
    7.75349,049
    
    
    
    
    
    
    $
    7.82
    
    
    
    297,434
    
    
    $
    7.15
 Restricted Stock Units
  WeightedWeighted
    
    
    Average
    
    
    AggregateRestricted
    
    
    Average
    
    
    Remaining
    
    
    IntrinsicStock
    
    
    Exercise
    
    
    Contractual
    
    
    Value as ofUnits
    
    
    Price
    
    
    Life
    
    
    December 31Outstanding at January 1
    
    
    1,349,804
    
    
    $
    Granted
    
    
    1,382,273
    
    
    
    Released
    
    
    (491,360
    )
    
    
    Forfeited
    
    
    (327,445
    )
    
    
    Outstanding at December
31
    
    
    1,913,272
    
    
    $
    
    
    
    
    1.2
    
    
    $
    14,062,549




---



##### Table of Contents



Restricted Stock Awards
  Weighted
    
    
    WeightedAverage
    
    
    AverageRestricted
    
    
    Grant
    
    
    RemainingStock
    
    
    Date
    
    
    ContractualAwards
    
    
    Fair Value
    
    
    LifeOutstanding at January 1
    
    
    747,007
    
    
    $
    9.70Granted
    
    
    39,816
    
    
    
    5.94Released
    
    
    (30,007
    )
    
    
    18.62Forfeited
    
    
    
    
    
    
    Outstanding at December
31
    
    
    756,816
    
    
    $
    9.15
    
    
    
    3.3
    3. Income Tax Expense
  Year ended December 31,2009
    
    
    2008
    
    
    2007United States
    
    $
    23,147
    
    
    $
    (3,349
    )
    
    $
    11,944Foreign
    
    
    7,128
    
    
    
    (297,934
    )
    
    
    34,668$
    30,275
    
    
    $
    (301,283
    )
    
    $
    46,612




---



##### Table of Contents



2009
    
    
    2008
    
    
    2007Tax at U.S. Federal statutory rate
    
    
    35.0
    %
    
    
    34.0
    %
    
    
    35.0
    %State and local income taxes, net of U.S. Federal benefit
    
    
    1.5
    
    
    
    (0.2
    )
    
    
    1.8Net benefit of tax on foreign operations
    
    
    (6.4
    )
    
    
    (37.3
    )
    
    
    (9.1
    )Release of valuation allowance
    
    
    (35.9
    )
    
    
    (3.5
    )
    
    
    (29.4
    )Other (1)
    
    
    (10.0
    )
    
    
    (1.3
    )
    
    
    2.5Effective income tax rate
    
    
    (15.8
    %)
    
    
    (8.3
    %)
    
    
    0.8
    %
 
 (1)
    
    Other is primarily comprised of the impact of permanent differences between income
before income tax and taxable income.    Year ended December 31,2009
    
    
    2008
    
    
    2007Current:Federal
    
    $
    3,022
    
    
    $
    166
    
    
    $
    5,692State
    
    
    240
    
    
    
    330
    
    
    
    1,643Foreign
    
    
    11,388
    
    
    
    23,055
    
    
    
    16,284$
    14,650
    
    
    $
    23,551
    
    
    $
    23,619Deferred:Federal
    
    
    (7,418
    )
    
    
    13,472
    
    
    
    (14,664
    )State
    
    
    (1,175
    )
    
    
    173
    
    
    
    (315
    )Foreign
    
    
    (10,837
    )
    
    
    (12,088
    )
    
    
    (8,392
    )(19,430
    )
    
    
    1,557
    
    
    
    (23,371
    )$
    (4,780
    )
    
    $
    25,108
    
    
    $
    248




---



##### Table of Contents



Year ended December 31,2009
    
    
    2008Deferred tax assets:Current:Allowance for doubtful accounts
    
    $
    2,061
    
    
    $
    1,440Accrued liabilities and other
    
    
    16,660
    
    
    
    6,882Unrealized losses in Other Comprehensive Income
    
    
    
    
    
    
    2,210Net operating losses and other carryforwards
    
    
    4,370
    
    
    
    3,231Valuation allowance
    
    
    (2,018
    )
    
    
    Noncurrent:Depreciation and other long-term assets
    
    
    11,424
    
    
    
    2,302Unrealized losses in Other Comprehensive Income
    
    
    1,681
    
    
    
    Net operating losses and other carryforwards
    
    
    41,470
    
    
    
    37,627Valuation allowance
    
    
    (22,530
    )
    
    
    (26,142
    )Total deferred tax assets
    
    
    53,118
    
    
    
    27,550Deferred tax liabilities:Current:Other current liabilities
    
    
    (1,461
    )
    
    
    (127
    )Noncurrent:Depreciation
    
    
    (11,830
    )
    
    
    (2,221
    )Intangibles and long-term liabilities
    
    
    (18,731
    )
    
    
    (22,063
    )Total deferred tax liabilities
    
    
    (32,022
    )
    
    
    (24,411
    )Net deferred assets
    
    $
    21,096
    
    
    $
    3,139




---



##### Table of Contents



2009
    
    
    2008
    
    
    2007Beginning balance
    
    $
    1,671
    
    
    $
    2,231
    
    
    $
    2,173Additions based on tax positions related
to the current year
    
    
    759
    
    
    
    200
    
    
    
    659Additions for tax positions of prior years
    
    
    5,029
    
    
    
    399
    
    
    
    Reductions for tax positions of prior years
    
    
    (504
    )
    
    
    (1,096
    )
    
    
    (510
    )Lapse of statute of limitations
    
    
    (213
    )
    
    
    (63
    )
    
    
    Settlements
    
    
    (5,387
    )
    
    
    
    
    
    
    (91
    )Translation and Other
    
    
    511
    
    
    
    
    
    
    
    Ending balance
    
    $
    1,866
    
    
    $
    1,671
    
    
    $
    2,231
  4. Restructuring
  Europe Realignment
  Employee
    
    
    Lease TerminationTerminations
    
    
    Costs
    
    
    TotalBalance at December 31, 2008
    
    $
    3,325
    
    
    $
    3,445
    
    
    $
    6,770Restructuring charge
    
    
    12,910
    
    
    
    127
    
    
    
    13,037Foreign currency translation
    
    
    751
    
    
    
    (60
    )
    
    
    691Total activity:
    
    
    16,986
    
    
    
    3,512
    
    
    
    20,498Less:Cash usage
    
    
    (11,352
    )
    
    
    (3,512
    )
    
    
    (14,864
    )Non-cash usage
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2009
    
    $
    5,634
    
    
    $
    
    
    
    $
    5,634
  
    
    $10.7 million of severance charges in connection with the global workforce reduction
announced as part of the Companys 2009 Spending and Debt Reduction Plan. The Company
reduced its workforce by approximately 260 positions in its EMEA division in 2009 as part
of this plan.
    
    A $2.1 million severance charge in connection with the departure of the Companys
President of the Europe, Middle East and Africa region.
    
    A $0.4 million charge associated with the exit of our headquarters facility in Europe.
    
    A $0.8 million benefit associated with the favorable settlement of the operating lease
of the Companys redundant warehouse and office facility in Germany.
    
    $0.6 million of other charges associated with our 2009 Spending and Debt Reduction
Plan.




---



##### Table of Contents



Americas Realignment
   Employee
    
    
    Lease TerminationTerminations
    
    
    Costs
    
    
    TotalBalance at December 31, 2008
    
    $
    236
    
    
    $
    897
    
    
    $
    1,133Restructuring charge
    
    
    689
    
    
    
    (265
    )
    
    
    424Total activity:
    
    
    925
    
    
    
    632
    
    
    
    1,557Less:Cash usage
    
    
    (852
    )
    
    
    (632
    )
    
    
    (1,484
    )Balance at December 31, 2009
    
    $
    73
    
    
    $
    
    
    
    $
    73
  5. Divestitures and Discontinued Operations




---



##### Table of Contents



Year Ended December 31,2009
    
    
    2008
    
    
    2007Revenue
    
    $
    26,239
    
    
    $
    229,303
    
    
    $
    174,193Income (loss) from discontinued operations before
income taxes
    
    $
    (7,842
    )
    
    $
    (16,597
    )
    
    $
    851Income tax expense (benefit)
    
    
    135
    
    
    
    (651
    )
    
    
    218Income (loss) from discontinued operations
    
    $
    (7,977
    )
    
    $
    (15,946
    )
    
    $
    633Gain (loss) on disposal from discontinued operations (1)
    
    
    (522
    )
    
    
    584
    
    
    
    742Total discontinued operations, net of income taxes
    
    $
    (8,499
    )
    
    $
    (15,362
    )
    
    $
    1,375
 
 (1)
    
    Loss on disposal of discontinued operations for the year ended December 31, 2008
includes $8.8 million write-down of inventory related to the locally branded PC notebook
business in Slovakia. There were no impairments of any tangible or intangible assets
related to this business.  6. Property and Equipment
  December 31,2009
    
    
    2008Information systems equipment and software
    
    $
    115,135
    
    
    $
    107,911Furniture and equipment
    
    
    39,813
    
    
    
    35,161Leasehold & building improvements
    
    
    18,225
    
    
    
    14,521Land & buildings
    
    
    25,608
    
    
    
    198,781
    
    
    
    157,593Less accumulated depreciation
    
    
    (116,453
    )
    
    
    (101,130
    )$
    82,328
    
    
    $
    56,463
   7. Lease Arrangements




---



##### Table of Contents



Year ending December 31,2010
    
    $
    12,1802011
    
    
    10,1842012
    
    
    6,6372013
    
    
    5,4182014
    
    
    3,457Thereafter
    
    
    6,325$
    44,201
 8. Borrowings
  Letters of Credit &
    
    
    NetGross Availability
    
    
    Outstanding
    
    
    Guarantees
    
    
    AvailabilityGlobal Term Loans
    
    $
    97,017
    
    
    $
    97,017
    
    
    $
    
    
    
    $
    Global Credit Facility
    
    
    300,000
    
    
    
    
    
    
    
    797
    
    
    
    299,203Other
    
    
    46,500
    
    
    
    
    
    
    
    38
    
    
    
    46,462Total
    
    $
    443,517
    
    
    $
    97,017
    
    
    $
    835
    
    
    $
    345,665




---



##### Table of Contents



Year ending December 31,2010
    
    $
    2011
    
    
    39,1462012
    
    
    57,8712013
    
    
    2014
    
    
    $
    97,017
 9. Guarantees
    10. Shareholders Equity
  Treasury Stock




---



##### Table of Contents



11. Legal Proceedings and Contingencies
 LN Eurocom
  Fleggaard group of companies
  Norwegian tax authorities
  German tax authorities
  Sofaer Global Hedge Fund




---



##### Table of Contents



Drillisch
  12. Quarterly Results of Operations (Unaudited)
 2009
    
    First
    
    Second
    
    Third
    
    FourthRevenue
    
    $
    696,444
    
    
    $
    715,314
    
    
    $
    867,915
    
    
    $
    905,610Gross profit
    
    
    61,413
    
    
    
    61,091
    
    
    
    72,197
    
    
    
    81,119Income (loss) from continuing operations
    
    
    (2,708
    )
    
    
    3,784
    
    
    
    14,664
    
    
    
    19,315Net 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
    )
    
    $
    0.05
    
    
    $
    0.18
    
    
    $
    0.25Net income (loss)
    
    $
    (0.03
    )
    
    $
    
    
    
    $
    0.14
    
    
    $
    0.24Earnings per share-diluted:Income (loss) from continuing operations
    
    $
    (0.03
    )
    
    $
    0.05
    
    
    $
    0.18
    
    
    $
    0.24Net income (loss)
    
    $
    (0.03
    )
    
    $
    0.01
    
    
    $
    0.14
    
    
    $
    0.23
 2008
    
    First
    
    Second
    
    Third
    
    FourthRevenue
    
    $
    1,142,074
    
    
    $
    1,158,415
    
    
    $
    1,166,910
    
    
    $
    961,347Gross profit
    
    
    86,798
    
    
    
    85,779
    
    
    
    85,029
    
    
    
    75,799Income (loss) from continuing operations
    
    
    3,675
    
    
    
    4,815
    
    
    
    8,478
    
    
    
    (343,359
    )Net income (loss)
    
    
    914
    
    
    
    (2,138
    )
    
    
    5,513
    
    
    
    (346,041
    )Net income (loss) attributable to common
shareholders
    
    
    775
    
    
    
    (2,331
    )
    
    
    5,479
    
    
    
    (346,037
    )Earnings per share-basic:Income (loss) from continuing operations
    
    $
    0.05
    
    
    $
    0.06
    
    
    $
    0.11
    
    
    $
    (4.35
    )Net income (loss)
    
    $
    0.01
    
    
    $
    (0.03
    )
    
    $
    0.07
    
    
    $
    (4.38
    )Earnings per share-diluted:Income (loss) from continuing operations
    
    $
    0.05
    
    
    $
    0.06
    
    
    $
    0.10
    
    
    $
    (4.35
    )Net income (loss)
    
    $
    0.02
    
    
    $
    (0.03
    )
    
    $
    0.06
    
    
    $
    (4.38
    )
  
    
    the restructuring charges as more fully described in Note 4 to the Consolidated
Financial Statements;
    
    a $7.7 million non-cash, non-taxable gain on the settlement of an indemnification
claim with Nordic Capital in the fourth quarter of 2009 as more fully described in
Note 10 to the Consolidated Financial Statements;
    
    a $3.2 million income tax benefit for the reversal of a valuation allowance on
certain foreign tax credit carryforwards that are more likely than not be able to
utilized prior to their expiration;
    
    and $7.2 million income tax expense related to valuation allowances on deferred
tax assets resulting from previous net operating losses in certain countries.




---



##### Table of Contents



2009
    
    First
    
    Second
    
    ThirdRevenue
    
    $
    679,700
    
    
    $
    695,707
    
    
    $
    846,005Gross profit
    
    
    61,413
    
    
    
    61,091
    
    
    
    72,197
 13. Accounts Receivable Factoring
 , Transfers and Servicing
    14. Accumulated Other Comprehensive Income (loss)
  2009
    
    
    2008
    
    
    2007Currency translation of foreign investments
    
    $
    18,562
    
    
    $
    269
    
    
    $
    45,170Unrealized gain on marketable securities
classified as available for sale, net of tax:
    
    
    
    
    
    
    
    
    
    
    1,159Unrealized loss on derivative instruments, net of tax:
    
    
    (2,064
    )
    
    
    (2,817
    )
    
    
    (1,598
    )Pension benefit obligation, net of tax:
    
    
    (760
    )
    
    
    (560
    )
    
    
    (428
    )Total accumulated other comprehensive income (loss):
    
    $
    15,738
    
    
    $
    (3,108
    )
    
    $
    44,303




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##### Table of Contents



Report of Independent Registered Public Accounting Firm




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm




---



##### 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




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##### Table of Contents



Audit Committee Oversight
  Item 9B. Other Information.




---



##### 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.




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##### Table of Contents



Item 14. Principal Accountant Fees and Services.
  PART IV
 Item 15. Exhibits and Financial Statement Schedules.
       ExhibitNumber
    
    Description2.1
    
    Agreement for the Sale and Purchase of the entire issued share capital of Brightpoint (Ireland) Limited dated
February 19, 2004(11)2.2
    
    Plan and Agreement of Merger between Brightpoint, Inc. and Brightpoint Indiana Corp. dated April 23, 2004(13)2.3
    
    Agreement for the Sale and Purchase of 100% of the Securities of Brightpoint France and Transfer of Shareholder
Loan(24)2.4
    
    Stock Purchase Agreement by and between Brightpoint Holdings B.V. and John Alexander Du Plessis Currie, the sole
shareholder of Persequor Limited effective as of January 1, 2006(25)**2.5
    
    Asset Purchase Agreement dated December 18, 2006 by and among 2601 Metropolis Corp., CellStar Corporation, National
Auto Center, Inc., CellStar Ltd. and CellStar Fulfillment Ltd.(27)2.6
    
    Stock Purchase Agreement dated February 19, 2007 as amended on April 19, 2007, May 17, 2007 and June 15, 2007 by and
among Brightpoint, Inc., Dangaard Holding A/S, Dangaard Telecom A/S and Nordic Capital Fund VI (for purposes of
Sections 6.16 and 12.14 only), consisting of: Nordic Capital VI Alpha, L.P., Nordic Capital Beta, L.P., NC VI
Limited and Nordic Industries Limited and First, Second and Third Amendments thereto. (31)3.1
    
    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,




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##### Table of Contents



ExhibitNumber
    
    DescriptionMay 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)*10.7.3
    
    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)*10.8.1
    
    Summary Sheet of 2007 Director Fees and Named Executive Officer Compensation(30)*10.9
    
    Form of Indemnification Agreement between the Company and Officers(12)10.9.2
    
    Indemnification Agreement between Brightpoint and Mr. V. William Hunt dated February 11, 2004(11)10.10
    
    Amended and Restated Employment Agreement between the Company and Robert J. Laikin dated July 1, 1999(6)*10.10.1
    
    Amendment No. 1 dated January 1, 2001 to the Amended and Restated Agreement between the Company and Robert J. Laikin
dated July 1, 1999(7)*10.10.2
    
    Amendment No. 2 dated January 1, 2003 to Amended and Restated Employment Agreement between the Company and Robert J.
Laikin dated July 1, 1999(10)*10.10.3
    
    Amendment No. 3 dated January 1, 2004 to Amended and Restated Employment Agreement between the Company and Robert J.
Laikin dated July 1, 1999(11)*10.10.4
    
    Amendment No. 4 dated April 7, 2005 to Amended and restated Employment Agreement between the Company and Robert J.
Laikin dated July 1, 1999(20)*10.10.5
    
    Amendment No. 5 dated December 30, 2008 to Amended and restated Employment Agreement between the Company and Robert
J. Laikin dated July 1, 1999(37)*10.11
    
    Amended and Restated Employment Agreement between the Company and J. Mark Howell dated July 1, 1999(6)*10.11.1
    
    Amendment No. 1 dated January 1, 2001 to the Amended and Restated Employment Agreement between the Company and J.
Mark Howell dated July 1, 1999(7)*10.11.2
    
    Amendment No. 2 dated January 1, 2003 to Amended and Restated Employment Agreement between the Company and J. Mark
Howell dated July 1, 1999 (10)*10.11.3
    
    Amendment No. 3 dated January 1, 2004 to Amended and Restated Employment Agreement between the Company and J. Mark
Howell dated July 1, 1999 (11)*10.11.4
    
    Amendment No. 4 dated April 7, 2005 to Amended and restated Employment Agreement between the Company and J. Mark
Howell dated July 1, 1999(20)*10.11.5
    
    Amendment No. 5 dated December 30, 2008 to Amended and restated Employment Agreement between the Company and J. Mark
Howell dated July 1, 1999(37)*10.12
    
    Amended and Restated Employment Agreement between the Company and Steven E. Fivel dated July 1, 1999(6)*10.12.1
    
    Amendment No. 1 dated January 1, 2001 to the Amended and Restated Employment Agreement between the Company and
Steven E. Fivel dated July 1, 1999(7)*10.12.2
    
    Amendment No. 2 dated January 1, 2002 to the Amended and Restated Employment Agreement between the Company and
Steven E. Fivel dated July 1, 1999(9)*10.12.3
    
    Amendment No. 3 dated January 1, 2003 to Amended and Restated Employment Agreement between the Company and Steven E.
Fivel dated July 1, 1999(10)*10.12.4
    
    Amendment No. 4 dated January 1, 2004 to Amended and Restated Employment Agreement between the Company and Steven E.
Fivel dated July 1, 1999(11)*10.12.5
    
    Amendment No. 5 dated April 7, 2005 to Amended and restated Employment Agreement between the Company and Steven E.
Fivel dated July 1, 1999(20)*10.12.6
    
    Amendment No. 6 dated December 30, 2008 to Amended and restated Employment Agreement between the Company and Steven
E. Fivel dated July 1, 1999(37)*10.13
    
    Lease Agreement between the Company and Airtech Parkway Associates, LLC, dated September 18, 1998(3)10.14
    
    Lease Agreement between Wireless Fulfillment Services, LLC and Harbour Properties, LLC, dated April 25, 2000(7)10.15
    
    Lease Agreement between Brightpoint North America, L.P. and DP Industrial, LLC, dated as of October 1, 2004(17)10.16
    
    Lease Agreement between Wireless Fulfillment Services, LLC and Perpetual Trustee Company Limited, dated November 10,
2004(18)10.17
    
    Credit Agreement dated February 16, 2007 by and among Brightpoint, Inc. (and certain of its subsidiaries identified
therein), Banc of America Securities LLC, as sole lead arranger and book manager, General Electric Capital
Corporation, as syndication agent, ABN AMRO Bank N.V., as documentation agent, Bank of America, N.A., as
administration agent, and the other lenders party thereto(28)*10.17.1
    
    Commitment Increase Agreement dated as of March 30, 2007 among Brightpoint, Inc. (and certain of its subsidiaries
identified therein), the guarantors identified therein, the lenders identified therein, and Bank of America, N.A.,
as administrative agent(30)




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##### Table of Contents



ExhibitNumber
    
    Description10.17.2
    
    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)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)*10.36
    
    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)21
    
    Subsidiaries(41)23
    
    Consent of Independent Registered
Public Accounting Firm(41)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(41)31.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
implementing Section 302 of the Sarbanes-Oxley Act of 2002(41)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(41)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(41)




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##### Table of Contents



ExhibitNumber
    
    Description99.1
    
    Cautionary Statements(37)
 
  (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 of 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(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




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##### Table of Contents



(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 filed on August 6, 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, 2008(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 31, 2009(40)
    
    Filed as Exhibit 1.1 to the Companys Current Report on Form 8-K filed on July 21, 2009(41)
    
    Filed herewith*
    
    Denotes management compensation plan or arrangement.**
    
    Portions of this document have been omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment, which was granted
under Rule 24b-2 of the Securities Exchange Act of 1934.




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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
    
    Chairman of the Board
    
    February 26, 2010Robert J. Laikin
    
    Chief Executive Officer and Director (Principal
Executive Officer)/s/ Anthony W. Boor
    
    Executive Vice President,
    
    February 26, 2010Anthony W. Boor
    
    Chief Financial Officer and Treasurer

(Principal Financial Officer)/s/ Vincent Donargo
    
    Senior Vice President, Corporate
    
    February 26, 2010Vincent Donargo
    
    Controller, Chief Accounting Officer
(Principal Accounting Officer)/s/ Eliza Hermann
    
    Director
    
    February 26, 2010Eliza Hermann/s/ Cynthina L. Lucchese
    
    Director
    
    February 26, 2010Cynthia L. Lucchese/s/ Marisa E. Pratt
    
    Director
    
    February 26, 2010Marisa E. Pratt/s/ Thomas J. Ridge
    
    Director
    
    February 26, 2010Thomas J. Ridge/s/ Richard W. Roedel
    
    Director
    
    February 26, 2010Richard W. Roedel/s/ Jerre L. Stead
    
    Director
    
    February 26, 2010Jerre L. Stead/s/ K.P. Wilska
    
    Director
    
    February 26, 2010K.P. Wilska




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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 (1)
    
    
    Deductions
    
    
    of Period(Amounts in thousands)Year 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
    
    
    
    (25,808
    )
    
    
    8,193Total
    
    $
    21,221
    
    
    $
    16,697
    
    
    $
    16,033
    
    
    $
    (34,541
    )
    
    $
    19,410Year ended December 31, 2007:Deducted from asset accounts:Allowance for doubtful accounts
    
    $
    4,926
    
    
    $
    2,992
    
    
    $
    9,424
    
    
    $
    (185
    )
    
    $
    17,157Included with liability accounts:Restructuring reserves
    
    
    
    
    
    
    8,661
    
    
    
    19,361
    
    
    
    (23,958
    )
    
    
    4,064Total
    
    $
    4,926
    
    
    $
    11,653
    
    
    $
    28,785
    
    
    $
    (24,143
    )
    
    $
    21,221
 
 (1)
    
    Includes allowance for doubtful accounts assumed in the acquisition of Dangaard Telecom
in 2007 and additional liabilities recognized as liabilities assumed in the business
combination and included in the allocation of the acquisition costs (formerly in accordance
with EITF 95-3, Recognition of Liabilities in Connection with a Purchased Business
Combination).