Summary of BRIGHTPOINT INC

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW AND RECENT DEVELOPMENTS
This discussion and analysis should be read in conjunction with the accompanying Consolidated Financial Statements and related notes. Our discussion and analysis of the financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with U.S. generally accepted accounting principles. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. Our estimates were based on our historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates but we do not believe such differences will materially affect our financial position or results of operations. Our critical accounting estimates, the estimates we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments are outlined in our Annual Report for the year ended December 31, 2008 included in Exhibit 99.1 to the Company's Current Report on Form 8-K filed on June 1, 2009, and have not changed significantly. Certain statements made in this report may contain forward-looking statements. For a description of risks and uncertainties relating to such forward-looking statements, see the cautionary statements contained in Exhibit 99.1 to this report and our Annual Report for the year ended December 31, 2008 included in Exhibit 99.1 to the Company's Current Report on Form 8-K filed on June 1, 2009.
Brightpoint, Inc. is a global leader in the distribution of wireless devices and accessories and provision of customized logistic services to the wireless industry. We have operations centers and/or sales offices in various countries including Australia, Austria, Belgium, Colombia, Denmark, Finland, France, Germany, Guatemala, India, Italy, the Netherlands, New Zealand, Norway, Portugal, Russia, Singapore, Slovakia, South Africa, Spain, Sweden, Switzerland, the United Arab Emirates, the United Kingdom and the United States. We provide customized integrated logistic services including procurement, inventory management, software loading, kitting and customized packaging, fulfillment, credit services and receivables management, call center and activation services, website hosting, e-fulfillment solutions and other services within the global wireless industry. Our customers include mobile network operators, mobile virtual network operators (MVNOs), resellers, retailers and wireless equipment manufacturers. We distribute wireless communication devices and we provide value-added distribution and logistic services for wireless products manufactured by companies such as High Tech Computer Corp., Kyocera, LG Electronics, Motorola, Nokia, Samsung, Siemens, Sony Ericsson and UTStarcom. The consolidated statements of operations reflect the reclassification of the results of operations for our Poland and Turkey operations and our locally branded PC notebook business in Slovakia to discontinued operations for all periods presented in accordance with U.S. generally accepted accounting principles. These businesses were previously reported in our EMEA reporting segment.
On February 9, 2009, we announced a plan to reduce forecasted spending for the year by approximately $40 to $45 million. This plan is comprised of $12 to $14 million of cost avoidance and $28 to $31 million of spending reductions. On May 7, 2009 we announced a revised debt reduction target of having less than $100 million of average daily debt outstanding during the fourth quarter of 2009. The spending reduction measures included, among other things, a workforce reduction of at least 220 positions, or approximately 7% of our workforce. The majority of the foregoing reductions in spending are reflected in our results of operations for the three and six months ended June 30, 2009 as a reduction of selling, general, and administrative expenses (SG&A).
We reduced our global workforce by approximately 200 positions during the first half of 2009. We will continue to reduce our workforce to achieve the previously stated target of at least 220 positions. Most of the remaining reductions in workforce will occur throughout the second half of 2009.
Based on our progress through the six months ended June 30, 2009, we believe that we are on track to realize the previously stated forecasted spending reduction and cost avoidance targets as well as our debt reduction targets for 2009. For the second quarter of 2009 SG&A expenses were $51.1 million, which represents a decrease of $1.4

million (3%) from the first quarter of 2009 and $8.2 million (14%) from the fourth quarter of 2008. Fluctuations in foreign currency negatively impacted SG&A by approximately $1.8 million compared to the first quarter of 2009. Average daily debt outstanding for the second quarter of 2009 was $165.9 million as compared to $216.0 million for the first quarter of 2009 and $413.4 million for the second quarter of 2008.
We continue to focus on optimizing our European operating and financial structure. We expect to exit certain programs, channels and/or countries that are not expected to meet our profitability targets included return on investment. As a result of exiting underperforming programs, channels and/or countries in our European region, we would expect to incur additional restructuring charges. We will provide updates on these activities and related estimated charges, which could be material, as appropriate throughout the year. We did not exit any material programs, channels or countries during the second quarter of 2009.

RESULTS OF OPERATIONS
Revenue and wireless devices handled by division and service line

                                                        Three Months Ended June 30,
                                                           % of                                % of
                                          2009             Total             2008              Total         Change
                                                               (Amounts in 000s)

Distribution revenue
Americas                               $ 102,537             16 %        $   171,808             16 %          (40 %)
Asia-Pacific                             188,851             30 %            298,421             27 %          (37 %)
EMEA                                     340,295             54 %            621,966             57 %          (45 %)

Total                                  $ 631,683            100 %        $ 1,092,195            100 %          (42 %)


Logistic services revenue
Americas                               $  44,869             49 %        $    44,055             42 %            2 %
Asia-Pacific                               7,598              8 %             12,184             12 %          (38 %)
EMEA                                      39,318             43 %             47,803             46 %          (18 %)

Total                                  $  91,785            100 %        $   104,042            100 %          (12 %)


Total revenue
Americas                               $ 147,406             20 %        $   215,863             18 %          (32 %)
Asia-Pacific                             196,449             27 %            310,605             26 %          (37 %)
EMEA                                     379,613             53 %            669,769             56 %          (43 %)

Total                                  $ 723,468            100 %        $ 1,196,237            100 %          (40 %)


Wireless devices sold through
distribution
Americas                                     710             17 %              1,319             21 %          (46 %)
Asia-Pacific                               1,418             35 %              2,762             44 %          (49 %)
EMEA                                       1,958             48 %              2,199             35 %          (11 %)

Total                                      4,086            100 %              6,280            100 %          (35 %)


Wireless devices handled through
logistic services
Americas                                  13,005             86 %             11,759             87 %           11 %
Asia-Pacific                                 593              4 %                507              4 %           17 %
EMEA                                       1,545             10 %              1,184              9 %           30 %

Total                                     15,143            100 %             13,450            100 %           13 %


Total wireless devices handled
Americas                                  13,715             71 %             13,078             66 %            5 %
Asia-Pacific                               2,011             10 %              3,269             17 %          (38 %)
EMEA                                       3,503             19 %              3,383             17 %            4 %

Total                                     19,229            100 %             19,730            100 %           (3 %)

                                                          Six Months Ended June 30,
                                                             % of                                % of
                                           2009              Total             2008              Total         Change
                                                              (Amounts in 000s)
Distribution revenue
Americas                               $   213,839             17 %        $   372,662             17 %          (43 %)
Asia-Pacific                               363,635             29 %            620,670             29 %          (41 %)
EMEA                                       674,770             54 %          1,168,540             54 %          (42 %)

Total                                  $ 1,252,244            100 %        $ 2,161,872            100 %          (42 %)


Logistic services revenue
Americas                               $    90,965             50 %        $    90,805             43 %            0 %
Asia-Pacific                                15,845              9 %             22,387             11 %          (29 %)
EMEA                                        73,491             41 %             95,976             46 %          (23 %)

Total                                  $   180,301            100 %        $   209,168            100 %          (14 %)


Total revenue
Americas                               $   304,804             21 %        $   463,467             20 %          (34 %)
Asia-Pacific                               379,480             26 %            643,057             27 %          (41 %)
EMEA                                       748,261             53 %          1,264,516             53 %          (41 %)

Total                                  $ 1,432,545            100 %        $ 2,371,040            100 %          (40 %)


Wireless devices sold through
distribution
Americas                                     1,505             18 %              2,912             23 %          (48 %)
Asia-Pacific                                 3,028             36 %              5,485             44 %          (45 %)
EMEA                                         3,942             46 %              4,166             33 %           (5 %)

Total                                        8,475            100 %             12,563            100 %          (33 %)


Wireless devices handled through
logistic services
Americas                                    25,874             88 %             25,789             90 %            0 %
Asia-Pacific                                 1,037              4 %                883              3 %           17 %
EMEA                                         2,585              8 %              2,118              7 %           22 %

Total                                       29,496            100 %             28,790            100 %            2 %


Total wireless devices handled
Americas                                    27,379             72 %             28,701             69 %           (5 %)
Asia-Pacific                                 4,065             11 %              6,368             16 %          (36 %)
EMEA                                         6,527             17 %              6,284             15 %            4 %

Total                                       37,971            100 %             41,353            100 %           (8 %)

The following table presents the percentage changes in revenue for the three and six months ended June 30, 2009 by service line compared to the same period in the prior year, including the impact to revenue from changes in wireless devices handled, average selling price and foreign currency.

                                                            2009 Percentage Change in Revenue vs. 2008
                                                                               Non-                               Total
                                         Wireless           Average           handset                          Percentage
                                          devices           Selling            based           Foreign          Change in
                                        handled (1)        Price (2)        revenue (3)        Currency          Revenue


Three months ended June 30, 2009:
Distribution                                 (17 %)           (11 %)               (8 %)           (6 %)           (42 %)
Logistic services                              8 %             (4 %)              (14 %)           (2 %)           (12 %)
Total                                        (15 %)           (11 %)               (9 %)           (5 %)           (40 %)

Six months ended June 30, 2009:
Distribution                                 (16 %)           (13 %)               (7 %)           (6 %)           (42 %)
Logistic services                              5 %             (3 %)              (14 %)           (2 %)           (14 %)
Total                                        (14 %)           (12 %)               (8 %)           (6 %)           (40 %)

(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:

                                      Three Months Ended                                               Six Months Ended
Americas                                   June 30,                                                        June 30,
(Amounts in 000s)                      % of                      % of                                  % of                      % of
                          2009         Total        2008         Total      Change        2009         Total        2008         Total      Change

REVENUE:
Distribution           $ 102,537         70 %    $ 171,808         80 %      (40 %)    $ 213,839         70 %    $ 372,662         80 %      (43 %)
Logistic services         44,869         30 %       44,055         20 %        2 %        90,965         30 %       90,805         20 %        0 %

Total                  $ 147,406        100 %    $ 215,863        100 %      (32 %)    $ 304,804        100 %    $ 463,467        100 %      (34 %)

WIRELESS DEVICES
HANDLED :
Distribution                 710          5 %        1,319         10 %      (46 %)        1,505          5 %        2,912         10 %      (48 %)
Logistic services         13,005         95 %       11,759         90 %       11 %        25,874         95 %       25,789         90 %        0 %

Total                     13,715        100 %       13,078        100 %        5 %        27,379        100 %       28,701        100 %       (5 %)

The following table presents the percentage changes in revenue for our Americas division by service line for the three and six months ended June 30, 2009 compared to the same period in the prior year, including the impact to revenue from changes in wireless devices handled, average selling price and foreign currency.

                                                         2009 Percentage Change in Revenue vs. 2008
                                                                           Non-                             Total
                                         Wireless         Average         handset                        Percentage
                                         devices          Selling          based         Foreign          Change in
                                         handled           Price          revenue        Currency          Revenue


Three months ended June 30, 2009:
Distribution                                (37 %)            0 %            (1 %)           (2 %)           (40 %)
Logistic services                             5 %             2 %            (5 %)            0 %              2 %
Total                                       (28 %)            0 %            (3 %)           (1 %)           (32 %)

Six months ended June 30, 2009:
Distribution                                (38 %)           (1 %)           (1 %)           (3 %)           (43 %)
Logistic services                             1 %             3 %            (4 %)            0 %              0 %
Total                                       (30 %)            0 %            (2 %)           (2 %)           (34 %)

The decrease in wireless devices sold through distribution for the three and six months ended June 30, 2009 was driven by weaker market conditions in North America and Latin America as well as the loss of key customers in North America due to industry consolidation. The decrease in distribution average selling price for the six months ended June 30, 2009 was driven by a higher mix of lower priced handsets sold compared to the same period in the prior year due to higher demand for these products.
The increase in wireless devices handled through logistic services for the three and six months ended June 30, 2009 was primarily driven by an expanded service offering; the addition of new logistic services customers; and the growth, through increased market share and new market entry, of incumbent customers. Current economic conditions are increasing demand for prepaid and fixed fee wireless subscriptions, which are the primary product offering of certain Brightpoint logistics customers. The increase in average fulfillment fee per unit was driven by a shift in mix between customers and services compared to the same period in the prior year as well as an increase in the volume of ancillary services provided. The decrease in non-handset based logistic services revenue for the three and six months ended June 30, 2009 was driven by the decrease in freight revenue in North America compared to the same period in the prior year.

                                      Three Months Ended                                               Six Months Ended
Asia-Pacific                               June 30,                                                        June 30,
(Amounts in 000s)                      % of                      % of                                  % of                      % of
                          2009         Total        2008         Total      Change        2009         Total        2008         Total      Change

REVENUE:
Distribution           $ 188,851         96 %    $ 298,421         96 %      (37 %)    $ 363,635         96 %    $ 620,670         97 %      (41 %)
Logistic services          7,598          4 %       12,184          4 %      (38 %)       15,845          4 %       22,387          3 %      (29 %)

Total                  $ 196,449        100 %    $ 310,605        100 %      (37 %)    $ 379,480        100 %    $ 643,057        100 %      (41 %)

WIRELESS DEVICES
HANDLED :
Distribution               1,418         71 %        2,762         84 %      (49 %)        3,028         74 %        5,485         86 %      (45 %)
Logistic services            593         29 %          507         16 %       17 %         1,037         26 %          883         14 %       17 %

Total                      2,011        100 %        3,269        100 %      (38 %)        4,065        100 %        6,368        100 %      (36 %)

The following table presents the percentage changes in revenue for our Asia-Pacific division by service line for the three and six months ended June 30, 2009 compared to the same period in the prior year, including the impact to revenue from changes in wireless devices handled, average selling price and foreign currency.

                                                         2009 Percentage Change in Revenue vs. 2008
                                                                           Non-                             Total
                                        Wireless         Average         handset                         Percentage
                                         devices         Selling          based          Foreign          Change in
                                         handled          Price          revenue         Currency          Revenue


Three months ended June 30, 2009:
Distribution                               (40 %)           12 %             (5 %)           (4 %)           (37 %)
Logistic services                           11 %            (8 %)           (35 %)           (6 %)           (38 %)
Total                                      (38 %)           11 %             (6 %)           (4 %)           (37 %)

Six months ended June 30, 2009:
Distribution                               (37 %)            4 %             (3 %)           (5 %)           (41 %)
Logistic services                           11 %            (6 %)           (27 %)           (7 %)           (29 %)
Total                                      (36 %)            4 %             (4 %)           (5 %)           (41 %)

The decrease in wireless devices sold through distribution in our Asia-Pacific division for the three and six months ended June 30, 2009 was driven by a decrease in market demand for lower priced handsets in Singapore as well as overall weaker market conditions. The increase in distribution average selling price for the three and six months ended June 30, 2009 was driven by shift in mix to higher priced devices and better availability for these devices compared to the same period in the prior year. The decrease in non-handset based distribution revenue for the three and six months ended June 30, 2009 was driven by a decline in the sale of non-handset based navigation devices and memory cards in Australia.
The increase in wireless devices handled through logistic services for the three and six months ended June 30, 2009 was primarily driven by an increase in wireless devices handled for our largest customer in Australia and New Zealand. The decrease in average fulfillment fee per unit was due primarily to an unfavorable mix of wireless devices handled compared to the same period in the prior year. The decrease in non-handset based logistic services revenue was primarily due to a decrease in repair services in India compared to the same period in the prior year.

                                      Three Months Ended                                                Six Months Ended
EMEA                                       June 30,                                                         June 30,
(Amounts in 000s)                      % of                      % of                                  % of                        % of
                          2009         Total        2008         Total      Change        2009         Total         2008          Total      Change

REVENUE:
Distribution           $ 340,295         90 %    $ 621,966         93 %      (45 %)    $ 674,770         90 %    $ 1,168,540         92 %      (42 %)
Logistic services         39,318         10 %       47,803          7 %      (18 %)       73,491         10 %         95,976          8 %      (23 %)

Total                  $ 379,613        100 %    $ 669,769        100 %      (43 %)    $ 748,261        100 %    $ 1,264,516        100 %      (41 %)

WIRELESS DEVICES
HANDLED :
Distribution               1,958         56 %        2,199         65 %      (11 %)        3,942         60 %          4,166         66 %       (5 %)
Logistic services          1,545         44 %        1,184         35 %       30 %         2,585         40 %          2,118         34 %       22 %

Total                      3,503        100 %        3,383        100 %        4 %         6,527        100 %          6,284        100 %        4 %

The following table presents the percentage changes in revenue for our EMEA division by service line for the three and six months ended June 30, 2009 compared to the same period in the prior year, including the impact to revenue from changes in wireless devices handled, average selling price and foreign currency.

                                                         2009 Percentage Change in Revenue vs. 2008
                                                                           Non-                             Total
                                        Wireless         Average         handset                         Percentage
                                        devices          Selling          based          Foreign          Change in
                                        handled           Price          revenue         Currency          Revenue

Three months ended June 30, 2009:
Distribution                               (1 %)           (25 %)           (11 %)           (8 %)           (45 %)
. . .