As filed with the Securities and Exchange Commission on ~~August 9~~April 14, ~~2004~~2011

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~WASHINGTON, DC 20549~~ Form S-1

~~FORM~~ REGISTRATION ~~S-1~~STATEMENT UNDER THE SECURITIES ACT OF 1933

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BRIGHTSTAR CORP.

(Exact ~~name~~Name of ~~registrant~~Registrant as Specified ~~specified~~ in ~~its charter~~Its Charter)

Delaware	5065	33-0774267
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

~~2010~~ 9725 N.W. ~~84th~~117th ~~Avenue~~Ave. Miami, Florida 33178 (305) 421-6000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

R. Marcelo Claure Chairman and Chief Executive Officer Brightstar Corp. 9725 N.W. 117th Ave. Miami, FLFlorida ~~33122~~33178 (305) 421-6000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Telephone: (305) 477-8676

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

R. Marcelo Claure

President and Chief Executive Officer

Brightstar Corp.

2010 N.W. 84th Avenue

Miami, FL 33122

Telephone: (305) 477-8676

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

~~Stephen~~Michael R.Kaplan ~~Connoni,~~Davis ~~Esq.Kirkpatrick~~Polk & ~~Lockhart~~Wardwell ~~LLP599~~LLP 450 Lexington ~~AvenueNew~~Avenue New York, NYNew ~~10022Telephone:~~York ~~(212)~~10017 ~~536-4040Facsimile:~~ (212) ~~536~~450-~~3901~~4000 ~~Norman~~Clayton RE. ~~Miller,~~Parker ~~Esq.Kirkpatrick~~ K&L ~~Lockhart~~Gates ~~LLP2828~~LLP ~~North~~200 ~~Harwood~~South ~~StreetSuite~~Biscayne ~~1800Dallas~~Boulevard Suite 3900 Miami, TXFlorida ~~75201Telephone:~~33131 (~~214~~305) ~~939~~539-~~4900Facsimile:~~3300 ~~(214)~~Kris ~~939-4949~~F. ~~Andrew~~Heinzelman William J. ~~Pitts~~Whelan, ~~Esq.~~III Cravath, Swaine & Moore ~~LLP825~~LLP Worldwide Plaza 825 Eighth ~~AvenueNew~~Avenue New York, NYNew ~~10019Telephone:~~York ~~(212)~~10019 ~~474-1000Facsimile:~~ (212) 474-~~3700~~1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration ~~Statement~~ ~~becomes effective~~Statement.

If any of the securities being registered on this ~~Form~~ form are to be offered on a delayed or continuous basis pursuant to to Rule 415 under the Securities Act, ~~please~~of 1933, check the following box. o

If this ~~Form~~form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this ~~Form~~form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, ~~please~~ check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If ~~delivery~~this ofform ~~the prospectus~~ is ~~expected~~a topost-effective ~~be made~~amendment filed pursuant to Rule ~~434,~~462(d) ~~please~~under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

~~CALCULATION~~ Indicate OFby ~~REGISTRATION~~check ~~FEE~~mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Title of Class	Proposed Maximum	Amount of
of Securities to be Registered	Aggregate Offering Price(1)	Registration fee(2)
Common Stock, par value $0.0001 per share,	$115,000,000	$14,570.50


Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. The proposed maximum aggregate offering price includes an amount attributable to the shares that may be purchased on the underwriters’ exercise of their option to purchase additional shares from us and the selling stockholders at the initial offering price less the underwriters’ discount.

(2)

Paid via wire transfer of immediately available funds to the Securities and Exchange Commission on August 6, 2004.

(Do not check if a smaller reporting company)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


	Proposed Maximum
Title of Each Class	Aggregate Offering		Amount of
of Securities to be Registered	Price(1)		Registration Fee
Class A Common Stock, par value $0.0001 per share	$	300,000,000	$	34,830


(1)		Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and itwe isand the selling stockholders are not soliciting anoffers ~~offer~~ to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~SUBJECT~~ Subject TOto ~~COMPLETION~~Completion, ~~DATED AUGUST~~Dated April 914, 2011 ~~2004~~

PRELIMINARY PROSPECTUS

~~Brightstar~~ Class A ~~Corp.~~Common Stock

~~Common~~ This ~~Stock~~is an initial public offering of Class A common stock by Brightstar Corp. We are selling shares of our Class A common stock. The selling stockholders identified in this prospectus, which include R. Marcelo Claure, our Chairman and Chief Executive Officer, and Lindsay Goldberg LLC (“Lindsay Goldberg”), our sponsor, are selling an additional shares of our Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market currently exists for our shares. The estimated initial public offering price is between $ and $ per share.

We Following ~~are selling shares~~ this offering, we will have two classes of ~~our~~authorized common stock, Class A common stock and Class B common stock. WeThe ~~and~~rights of the ~~selling~~holders ~~stockholders~~of ~~have~~Class A common stock ~~granted~~ and ~~the~~Class B ~~underwriters~~common anstock ~~option~~will tobe ~~purchase~~identical, upexcept with respect to ~~additional shares~~ voting and conversion. Each share of Class A common stock will be entitled to ~~cover~~one ~~over-allotments~~vote per share. WeEach share of Class B common stock will ~~not~~be entitled to 5 votes per ~~receive~~ share, ~~any~~except ~~proceeds~~in ~~from~~limited ~~any~~circumstances. ~~sale~~Following the completion of ~~shares~~this byoffering, Mr. Claure will beneficially own 100% of our outstanding Class B common stock, representing approximately % of the ~~selling~~combined ~~stockholders.~~ voting power of our outstanding common stock and approximately % of our total equity ownership assuming the underwriters’ option to purchase additional shares is not exercised.

~~This is the initial public offering of our common stock.~~ We ~~currently expect the initial public offering price to be between $ and $ per share. We~~ intend to apply to have ~~the~~our Class A common stock ~~included for quotation~~ listed on ~~the~~The Nasdaq ~~National~~ Stock Market under the symbol “~~BSTA~~STAR.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 715.

~~Neither~~Per ~~the~~Share ~~Securities~~Total ~~and~~Initial ~~Exchange~~public ~~Commission nor~~offering ~~any~~price ~~state~~$ ~~securities~~$ ~~commission~~Underwriting ~~has~~discounts ~~approved~~$ or$ ~~disapproved of~~Proceeds, ~~these~~before ~~securities~~expenses, orto ~~determined~~Brightstar ifCorp. ~~this~~$ ~~prospectus~~$ isProceeds, ~~truthful or~~before ~~complete.~~expenses, ~~Any representation~~ to ~~the~~selling ~~contrary~~stockholders is$ ~~a criminal offense.~~ $

~~Per~~ To ~~Share~~the ~~Total~~extent ~~Public~~that ~~Offering~~the ~~Price~~underwriters $sell $more than shares of ~~Underwriting~~Class A ~~Discount~~common $stock, $the ~~Proceeds~~underwriters have the option to purchase up to an additional shares from Brightstar Corp. and shares from ~~(before~~the ~~expenses)~~selling $stockholders $at the initial public offering price less the underwriting discounts.

~~The~~ Neither ~~underwriters~~the ~~expect~~Securities toand ~~deliver~~Exchange ~~the~~Commission ~~shares~~nor toany state ~~purchasers~~ securities oncommission has approved or disapproved of these ~~about ,~~ securities or passed upon the adequacy or accuracy of this ~~2004~~ prospectus. Any representation to the contrary is a criminal offense.

~~Citigroup~~ The ~~Lehman~~underwriters ~~Brothers~~expect to deliver the shares against payment in New York, New York on , 2011.

, Joint Book-Running Managers ~~2004~~

~~Table~~Goldman, ofSachs ~~Contents~~& Co. J.P. Morgan

~~[Inside~~Barclays ~~Front~~Capital ~~Cover]~~ Credit Suisse Jefferies

~~Inside Front Cover Description:~~ Co-Managers

~~Light~~RBC ~~blue~~Capital ~~background~~Markets ~~with~~Stifel ~~Brightstar~~Nicolaus ~~Corp. logo in white in lower right hand corner~~ Weisel

~~Upper left hand corner lists four business areas:~~ , 2011

– Wireless Mobile Phone Distribution – Integrated Supply Chain & Logistics Services – Wireless Data & Telecom Solutions – Fixed Wireless Manufacturing

Photo showing a wireless mobile phone

Photo showing a Brightstar facility

Photo showing a fixed wireless phone

Photo showing a wireless data product

Map of U.S. and Latin America with the countries wherein Brightstar has a presence highlighted

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the cover of this prospectus.

TABLE OF CONTENTS

	Page
Summary		1
Prospectus Summary		1
Risk Factors		715
Forward-Looking Statements		25
Cautionary Statement Concerning Forward-Looking Statements		34
Use of Proceeds		2635
Dividend Policy		2736
Capitalization		2837
Dilution		3039
Selected Consolidated Financial Data		32
Selected Consolidated Financial and Other Data		41
Management’s Discussion and Analysis of Financial Condition and Results of Operations		3443
Business		5483
Management		76102
Certain Relationships and Related Party Transactions		88
Compensation Discussion and Analysis		108
Principal and Selling Stockholders		92
Certain Relationships and Related Transactions		130
Description of Capital Stock		95
Principal and Selling Stockholders		132
Description of Certain Indebtedness		102
Description of Capital Stock		134
Shares Eligible for Future Sale		107
Material U.S. Federal Tax Consequences for Non-U.S. Holders		137
Material United States Federal Income Tax Considerations for Non-U.S. Holders of Common Stock		110
Shares Eligible for Future Sale		139
Underwriting		~~112~~142
Legal Matters		~~114~~147
Experts		~~114~~147
Where You Can Find More Information		115
Where You Can Find Additional Information		147
Index to Consolidated Financial Statements		F-1
FORM OF COMMON STOCK CERTIFICATE
EX-23.1
CERTIFICATE OF DESIGNATION
STOCKHOLDERS' AGREEMENT
PURCHASE AGREEMENT
REDEMPTION AGREEMENT
AMENDED & RESTATED DISTRIBUTION AGREEMENT W/MOTOROLA
EXCLUSIVE DISTRIBUTION AGREEMENT W/MOTOROLA
MOTOROLA MASTER DISTRIBUTOR AGREEMENT
AMENDMENT ONE TO MOTOROLA MASTER DISTRIBUTOR AGREEMENT
FIRST AMENDMENT TO MOTOROLA MASTER DISTRIBUTOR AGREEMENT
U.S. DISTRIBUTION AGREEMENT W/MOTOROLA
DISTRIBUTOR AGREEMENT W/SENDO AMERICA, INC.
DISTRIBUTION AGREEMENT W/SAGEM S.A.
DISTRIBUTOR AGREEMENT W/SAMSUNG
KYOCERA WIRELESS CORP. SUPPLY AGREEMENT
AMENDMENT TO SUPPLY AGREEMENT W/KYOCERA
AMENDMENT NO. 2 TO SUPPLY AGREEMENT W/KYOCERA
AMENDMENT NO. 3 TO SUPPLY AGREEMENT W/KYOCERA
AMENDMENT NO. 4 TO SUPPLY AGREEMENT W/KYOCERA
AMENDMENT NO. 5 TO SUPPLY AGREEMENT W/KYOCERA
CONTRACT FOR SERVICES W/OTECEL S.A.
OPERATING AGREEMENT W/NARBITEC
FIRST AMENDMENT TO OPERATING AGREEMENT
DEVELOPMENT AND SUPPLY AGREEMENT W/CSI WIRELESS
FIRST AMENDMENT TO DEVELOPMENT AND SUPPLY AGREEMENT
EMPLOYMENT AGREEMENT / DENISE GIBSON
EXECUTIVE EMPLOYMENT AGREEMENT/ MARCELO CLAURE
EXECUTIVE EMPLOYMENT AGREEMENT W/OSCAR FUMAGALI
INDEPENDENT CONTRACTOR AGREEMENT/ VICTOR RAUL CALIFA
INDEPENDENT CONTRACTOR AGREEMENT/ CARLOS M. TOUYAA
INDUSTRIAL MULTI-TENANT LEASE
LEASE AGREEMENT
FACTORING AGREEMENT/ FACTOR BANARTE
FACTORING AGREEMENT/ BBVA BANCOMER, S.A.
REVOLVING CREDIT AND SECURITY AGREEMENT W/PNC BANK
AMENDED AND RESTATED PAYMENT TERMS AGREEMENT W/MOTOROLA
INTERCREDITOR AGREEMENT W/MOTOROLA
AMENDED AND RESTATED STOCK PLEDGE AND SECURITY AGREEMENT W/MOTOROLA
LIMITED SECURITY AGREEMENT W/MOTOROLA
SECURITY AGREEMENT W/MOTOROLA
AMENDED AND RESTATED SECURITY AGREEMENT W/MOTOROLA
AMENDED AND RESTATED UNCONDITIONAL GUARANTY/ BRIGHTSTAR CORP W/MOTOROLA
AMENDED AND RESTATED UNCONDITIONAL GUARANTY/ BRIGHTSTAR U.S.,INC. W/MOTOROLA
UNCONDITONAL GUARANTY W/MOTOROLA
AMENDED AND RESTATED PERSONAL GUARANTY W/MOTOROLA
STOCK PLEDGE AND SECURITY AGREEMENT W/MOTOROLA
AMENDED AND RESTATED SECURITY AGREEMENT W/MOTOROLA
AMENDED AND RESTATED STOCK PLEDGE AND SECURITY AGREEMENT/ MOTOROLA
AMENDED AND RESTATED PLEDGE AGREEMENT/TELCEL C.A.
PROMISSORY NOTE W/AMERICAN EXPRESS
PURCHASE AGREEMENT/EL SALVADOR
AMENDMENT NO. 1 TO PURCHASE AGREEMENT /EL SALVADOR
PURCHASE AGREEMENT/ GUATEMALA
AMENDMENT NO. 1 TO PURCHASE AGREEMENT/GUATEMALA
2004 STOCK INCENTIVE PLAN
CELLULAR ESSENTIAL PROPERTIES CROSS LICENSE AGMT
LIST OF SUBSIDIARIES
CONSENT OF DELOITTE & TOUCHE LLP

~~Until~~ Unless the context indicates otherwise, “Brightstar,” ~~2004~~ the ~~(25 days~~“company,” ~~after~~“we,” ~~the~~“us” ~~date~~and “our” ofin this prospectus), ~~all~~refer to Brightstar Corp. and ~~dealers~~ its subsidiaries. We have not authorized anyone to provide any information other than that ~~buy,~~contained ~~sell~~in this prospectus or ~~trade~~in any ~~our~~free ~~common~~writing ~~stock,~~prospectus ~~whether~~prepared by or ~~not~~on behalf of us or to ~~participating~~ which inwe ~~this~~have ~~offering~~referred you. We take no responsibility for, ~~may~~and can beprovide ~~required~~no assurance as to ~~deliver~~the areliability of, any other ~~prospectus~~ information that others may give you. ~~This~~We isand inthe ~~addition~~selling stockholders have not authorized anyone to ~~the~~provide ~~dealers’~~you ~~obligation~~with additional or different information. We and the selling stockholders are offering to ~~deliver~~sell, aand seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus ~~when~~is ~~acting~~accurate only as ~~underwriters~~of ~~and~~the ~~with~~date of this ~~respect~~ prospectus, toregardless ~~their~~of ~~unsold~~the ~~allotments~~time of delivery of this prospectus or ~~subscriptions~~of any sale of the Class A common stock.

~~References to Latin America~~ Until , ~~unless otherwise~~ ~~specifically~~ 2011 ~~indicated,~~(25 days ~~include~~after ~~Mexico~~the ~~and~~commencement ~~countries~~of ~~located~~the ~~in Central America~~offering), ~~South America and the Caribbean. Unless~~all ~~otherwise~~ dealers ~~specifically~~that ~~indicated~~buy, ~~the~~sell ~~information~~or trade in ~~this prospectus has been adjusted to reflect the expected conversion of~~ our ~~8.0% Senior Cumulative Convertible Preferred Stock, Series~~Class A common stock, whether or ~~our~~not ~~Series A~~participating ~~Preferred~~in ~~Stock~~this offering, ~~and~~may ~~the~~be ~~aggregate~~ required ~~principal~~to ~~amount~~deliver ofa ~~our 10~~prospectus.5% ~~Convertible~~This ~~Senior Subordinated~~is ~~Notes~~in ~~due~~addition ~~2008,~~to ~~or our 2008 Convertible Notes, into~~the ~~shares~~ dealers’ ofobligation ~~common~~to ~~stock~~deliver ona ~~the~~prospectus ~~completion~~when ofacting ~~this offering, but~~as ~~has~~ underwriters ~~not~~and ~~been~~with ~~adjusted~~respect to ~~reflect~~their ~~the~~unsold ~~issuance~~allotments ~~of any shares of~~or ~~common stock pursuant to the underwriters’ over-allotment option~~ subscriptions.

~~All references to market data, industry~~ ~~statistics and other information in this prospectus attributed~~ ii to International Data Corporation, or IDC, Pyramid Research and Gartner, Inc. are references to the industry publications IDC Market Analysis, Worldwide Mobile Phone 2004-2008 Forecast and Analysis, dated April 2004, with respect to the information attributed to IDC, Latin American Mobile Forecasts 2Q 2004, dated June 9, 2004, and North America Mobile Forecasts 2Q 2004, dated June 1, 2004, with respect to the information attributed to Pyramid Research and Market Share: Mobile Terminals, Latin America, 1Q 04, dated July 7, 2004, with respect to the information attributed to Gartner, Inc. We do not guarantee, and have not independently verified, this information.

~~SUMMARY~~ PROSPECTUS SUMMARY

~~The~~ This ~~following~~ summary highlights ~~certain~~ information ~~appearing~~contained elsewhere in this prospectus. This summary is ~~not~~may ~~complete and does~~ not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should ~~carefully~~ read ~~the~~this entire prospectus carefully, ~~especially~~including ~~“Risk Factors” and~~ our consolidated financial statements and related notes ~~appearing~~thereto and the information set ~~elsewhere~~ forth ~~herein,~~under ~~before~~the ~~deciding~~sections to“Risk ~~buy~~Factors” ~~shares~~and “Management’s Discussion and Analysis of ~~our~~Financial Condition ~~common~~and Results of Operations”, in each case included ~~stock~~ elsewhere in this prospectus.

~~Brightstar Corp.~~ Overview

We are a leading ~~distributor~~global ofservices ~~wireless communications~~company ~~devices,~~focused ~~principally~~on ~~mobile~~enhancing the performance and ~~fixed~~profitability ~~wireless phones~~of ~~and~~the ~~related~~key ~~accessories,~~participants in the wireless ~~Americas.~~device Wevalue ~~believe~~chain: ~~that~~manufacturers, operators, retailers we and ~~are~~enterprises. ~~not~~We ~~merely~~provide a ~~distributor~~comprehensive ~~but~~range anof ~~essential~~customized services ~~link~~consisting inof ~~the wireless~~value-added ~~communications~~distribution, supply chain, retail ~~performing~~and ~~critical business~~enterprise ~~functions~~and ~~for~~consumer ~~wireless~~services. ~~communications~~Our ~~device~~services help ~~manufacturers,~~ our customers manage the growing complexity of the wireless device ~~network~~value ~~operators~~chain and ~~retailers.~~allow them to increase product ~~Increasingly~~ availability, weextend ~~also~~and ~~provide~~expand atheir ~~variety~~channel ofreach ~~integrated~~and ~~supply~~drive supply chain ~~and~~efficiencies ~~logistics~~by ~~services~~getting the right products to ~~some~~the right ofplace ~~our~~at ~~distribution~~the ~~base. We~~right ~~distribute~~time ~~products~~for ina 32lower ~~countries~~cost. ~~throughout~~In ~~the~~addition, ~~Americas~~our ~~(including~~ services ~~Caribbean~~help ~~island~~our ~~nations)~~customers ~~and~~increase ~~our~~their ~~major~~wireless ~~customers~~device ~~are~~sales ~~subsidiaries~~ and drive velocity at the point of ~~some~~sale. The rapid growth of the approximately ~~largest~~$200 billion global wireless ~~network~~industry ~~operators~~and in increasing ~~the~~number ~~world~~and ~~including~~type ~~América~~of ~~Móvil,~~wireless ~~S.A.~~activatable dedevices ~~C.V.,~~have ~~BellSouth~~ resulted ~~Corp.,~~in ~~Telefónica~~a ~~Móviles,~~complex ~~Telecom~~ecosystem ~~Italia~~where manufacturers, operators, ~~S.P.A.~~ retailers and ~~Verizon~~enterprises ~~Communications,~~have ~~Inc.,~~differing aspriorities ~~well~~and asare burdened ~~other~~with ~~major wireless~~tasks ~~telecommunications~~that ~~carriers~~are critical, but not core, to their businesses. We ~~also~~believe ~~have~~that our global presence, scale and strategic position at the center of the wireless ecosystem ~~supply~~ provide ~~relationships~~us with ~~leading~~unique ~~manufacturers~~insight ofinto the entire wireless device ~~communications~~ value ~~devices,~~chain ~~principally~~and ~~including~~enhance ~~Motorola,~~our ~~Inc.~~ability to offer differentiated, ~~Kyocera~~ value-added ~~Wireless~~services ~~Corp.,~~to ~~Sagem~~our Scustomers.~~A.,~~ ~~Samsung~~We ~~Electronics~~currently ~~Co.~~offer over 100 individual services in 50 countries across six continents, ~~Ltd.~~ and we intend to continue innovating and ~~Sendo~~adding ~~America,~~services ~~Inc~~that deliver value to our customers.

~~Since~~ We ~~our~~offer ~~inception in 1997,~~ the ~~substantial majority~~following ofservice ~~our sales have been derived from the distribution of~~categories: wireless phones. As a distributor, we warehouse, import/export and deliver products to our customers on a just-in-time basis. As our business has evolved, we have capitalized on our strong customer and supplier relationships to provide a wide variety of integrated supply chain and logistics services. These services, which principally include customization services, just-in-time delivery, point-of-sale minimum/maximum inventory replenishment programs, information management, semi-knockdown assembly services, reverse logistics and third-party logistics, enable wireless communications device manufacturers and network operators to reduce operating costs and increase operating efficiencies. Over the past few years, we have increasingly distributed wireless data products, provided wireless data solutions and in partnership with Narbitec, LLC, our 51%-owned subsidiary, contract-manufactured and distributed fixed wireless phones.

We• ~~provide~~Value-Added ~~products~~Distribution ~~and~~Services ~~services~~are ~~throughout~~provided ~~the Americas~~ to ~~more~~manufacturers ~~than~~of ~~145~~ wireless ~~network~~devices ~~operators~~and related accessories. Our services include product distribution, transportation and 11delivery,~~700 additional~~ ~~points-of-sale~~order management, ~~enabling~~light usmanufacturing toand ~~provide~~assembly, ~~our~~and ~~customers with~~marketing aand ~~readily~~demand ~~available~~generation. ~~supply~~• ofSupply ~~brand~~Chain ~~name~~Services ~~wireless~~are ~~phones~~ provided to manufacturers, operators and ~~accessories~~retailers. ~~The~~Our ~~substantial~~services ~~majority~~include ofwireless ~~our~~device ~~products~~management, strategic sourcing, and business intelligence and supply chain optimization services, such as forward and reverse logistics. • Retail Services are provided to ~~large~~manufacturers, ~~wireless network~~ operators, ~~in Latin~~retailers ~~America~~and ~~where~~enterprises. weOur ~~have~~services ainclude ~~significant~~retail ~~local~~outsourcing, ~~presence~~portfolio management with ~~offices~~ ~~and~~virtual ~~facilities~~inventory, inand ~~Puerto~~sales ~~Rico~~force training and ~~14 countries~~management. In• ~~the United~~Enterprise ~~States,~~and ~~our~~Consumer ~~customers~~Services are ~~regional~~provided ~~wireless~~to ~~network~~ manufacturers, operators, ~~mobile~~retailers ~~virtual~~and ~~network~~enterprises. ~~operators,~~Our ~~distributors, independent~~services ~~agents~~include device activation, ~~resellers~~customized billing and ~~retailers~~wireless administration software, and handset protection insurance.

~~Since~~ We ~~our~~are ~~first~~a ~~full~~global ~~year~~organization ofsupporting ~~operation~~manufacturers, operators, inretailers ~~1998~~and enterprises and enabling over 90,000 we points ~~have~~of ~~increased~~sale ~~our~~worldwide. ~~net~~Our ~~sales~~customers atare ansome ~~average~~of ~~annual~~the ~~compounded~~leading ~~rate~~ companies ofin ~~75%~~the wireless device value chain. InAmong ~~2003~~others, weour customers ~~sold~~include ~~more~~manufacturers ~~than~~such ~~11.0~~as ~~million~~Apple, ~~wireless~~HTC, Huawei, LG, ~~phones~~ Motorola, Nokia, RIM and ~~generated~~Samsung; ~~net~~operators ~~sales~~such ofas ~~over~~America Movil, ~~$1.2~~AT&T, ~~billion~~Orange, ~~operating~~Telecom New Zealand, Telefonica, ~~income~~ Telstra, ofTIM, ~~$51.4 million~~Verizon Wireless and ~~net~~Vodafone; ~~income~~retailers ofsuch ~~$29.1~~as Best ~~million~~Buy, Radio Shack, Target, Tesco and Walmart; and enterprises such as Dell, PC Connection and Tech Data.

~~The~~ Manufacturers, ~~wireless~~operators, ~~communications~~retailers ~~industry has been experiencing rapid growth~~ and ~~significant~~enterprises ~~technological advancement.~~choose ~~International Data Corporation, or IDC, estimates~~us ~~that,~~ because as of ~~December 31,~~our ~~2003, there were 1.3 billion~~ wireless ~~subscribers~~expertise, ~~worldwide~~global ~~and~~reach, ~~estimates~~scale ~~that there will be~~and ~~2.0~~ extensive ~~billion~~channel ~~subscribers~~consisting byof ~~2008.~~more ~~IDC~~than ~~also~~33,000 ~~estimates that the~~customers, ~~number~~ including ofmore ~~new~~than ~~cellular~~150 ~~phones~~manufacturers, ~~sold~~180 ~~globally~~network ~~per year will~~operators, ~~increase~~ 15,000 ~~from~~mass ~~551.9~~retailers ~~million~~and in4,800 ~~2003~~technology ~~to 794.9 million in 2008.~~value-

Wireless communications technology has been advancing rapidly. Correspondingly, the number of wireless communications device manufacturers and the breadth of their product offerings is increasing. In order to improve their efficiency and profitability in an increasingly competitive environment, a significant number of these manufacturers are not only outsourcing the manufacturing of their products, but also

~~increasingly~~ added ~~outsourcing certain functions of their supply chain, such as product customization, logistics and transportation~~resellers. ~~Doing~~Our socustomers ~~allows~~also ~~them~~choose tous ~~focus~~because onof ~~their core~~our ~~business~~ track record of ~~research~~quality ~~and~~service ~~development~~ and ~~brand~~execution, ~~management.~~proprietary Intools ~~addition~~ and systems, ~~many~~the ~~wireless~~strength ~~network~~and ~~operators,~~capability ~~primarily~~of inour ~~Latin~~supply chain ~~America,~~ professionals ~~are~~and ~~outsourcing~~our aability ~~number~~to oftailor ~~their~~our ~~non-core~~solutions ~~functions,~~or ~~such~~ innovate asnew ~~customization,~~ones ~~just-in-time delivery~~ to ~~points-of-sale and~~meet ~~inventory~~their ~~management~~particular needs.

~~The~~ Our ~~Latin~~business ~~American~~is ~~wireless~~conducted ~~mobile phone market has experienced rapid growth~~ in ~~the~~four ~~past~~geographic ~~years, reaching sales~~regions: ~~of over 13~~ (i) U.5S./Canada; ~~million~~(ii) Latin ~~wireless~~America; ~~mobile~~(iii) Asia Pacific, ~~phones~~Middle ~~during~~East ~~the~~and ~~first quarter~~Africa of(“Asia ~~2004~~Pacific”); ~~according~~and (iv) Europe, tothrough ~~Gartner,~~Brightstar ~~Inc.~~Europe, ~~which~~our is50% ~~more~~owned ~~than~~joint ~~double~~ venture ~~the~~with ~~sales~~Tech ~~achieved during the corresponding period in 2003~~Data. ~~Pyramid~~The ~~Research,~~first orthree ~~Pyramid,~~regions ~~estimates~~are ~~that~~reported ~~total~~as ~~wireless~~ geographic ~~penetration~~operating segments in ~~Latin~~our ~~America~~consolidated ~~by the end of 2003 was~~financial ~~23.5%~~ statements, and ~~that~~we ~~the~~include ~~industry~~our ~~added~~share ~~22.4~~of ~~million~~income ~~new~~from ~~subscribers~~Brightstar ~~during~~ Europe ~~the~~in ~~year.~~other Inincome ~~comparison~~(expenses), ~~landline~~net. ~~penetration~~See innote 17 ~~Latin America was estimated by Pyramid~~ to beour audited atconsolidated ~~only~~financial ~~16.6%~~statements atincluded ~~the~~elsewhere ~~end~~in of this ~~2003~~prospectus.

~~Pyramid~~ For ~~reported~~the ayear ~~total~~ended ofDecember 31, ~~154.3~~2010, ~~million wireless~~our ~~subscribers~~revenue ingrew ~~the~~70% to ~~United~~$4.6 billion ~~States~~relative into ~~2003~~the ~~and~~year ~~expects~~ended ~~the~~ December 31, ~~total~~2009, toand ~~increase~~we togenerated ~~219.2~~Adjusted ~~million~~EBITDA ~~by 2008. IDC estimates~~(as ~~that~~ defined ~~there~~below) ~~were~~of 98$141.32 million, ~~handsets~~net ~~sold~~income ~~in the United~~of ~~States in 2003~~ $39.8 million Weand ~~believe~~Adjusted ~~the~~net ~~U.S.~~income ~~wireless~~(as ~~market~~defined ~~will~~below) ~~be driven by several key factors, including wireless mobile phone replacement, growth~~ of ~~pre-paid wireless services and~~ ~~proliferation of mobile virtual network operators~~ $60.6 million.

~~We believe that a number of factors enable us to~~ ~~provide our products and services in a manner that is superior~~ Wireless to Industry ~~our competitors. These factors principally include:~~Overview

• The ~~our~~wireless ~~successful~~industry ~~operating~~is ~~experience,~~large ~~including~~and ~~our extensive knowledge of both the wireless communications industry generally~~growing, and, ~~because~~encompasses wean increasingly ~~typically~~broad ~~maintain~~and ancomplex ~~operational~~array ~~presence~~of inwireless ~~the~~devices, including ~~local~~feature ~~markets~~phones, ~~that~~smartphones, e-readers and ~~we serve~~tablets, ~~local~~and ~~market~~their ~~conditions~~related ~~throughout~~accessories. ~~the~~The ~~Americas;~~primary •drivers of ~~our~~growth ~~strategic~~and ~~relationships~~increasing ~~with~~complexity ~~leading~~are ~~wireless~~higher ~~communications~~global wireless device ~~manufacturers~~penetration ~~and~~rates, ~~network~~a ~~operators~~larger ~~that~~number ~~enable~~of uswireless toecosystem participants, ~~more~~greater ~~effectively~~levels ~~provide~~of ~~integrated~~demand ~~supply~~for ~~chain~~data applications and mobile ~~logistics~~Internet ~~services~~access, ~~to both our suppliers~~ and ~~customers;~~the •emergence ~~our~~of ~~ability~~a towide ~~add~~range ~~value~~of feature-rich towireless ~~traditional~~and ~~distribution~~other ~~services~~activatable ~~has~~devices ~~positioned us to work~~ with ~~our~~a ~~customers~~broad mix ~~collaboratively~~of ~~and~~voice ~~to improve operational efficiencies~~ and ~~access~~data toservice ~~market~~plans ~~opportunities for both them~~ and ~~us;~~shortening ~~and~~product lifecycles. •There ~~our~~are ~~consistent~~more ~~financial~~than ~~track~~700 ~~record~~operators ~~and~~globally, ~~our~~multiple network ~~effective use of capital~~standards, ~~which~~various ~~we believe are viewed by our~~ wireless ~~communications~~ device ~~suppliers~~distribution channels and ~~network~~an ~~operator~~increasing ~~customers~~number asof ~~one~~wireless ofdevice ~~our~~models ~~competitive~~with ~~strengths~~tailored application functionalities.

~~Our~~ In ~~objective~~recent isyears, toa besubstantial ~~the~~portion ~~leading~~of ~~distributor~~global ofsubscriber ~~wireless~~ growth ~~communications~~has ~~devices~~been ~~and~~driven ~~provider~~by ofthe ~~integrated~~prepaid wireless segment, which ~~supply~~ has ~~chain~~become ~~and~~increasingly ~~logistics~~popular ~~services~~as incustomers are able to enjoy the ~~world~~benefits byof ~~playing~~a ~~an essential~~regular ~~role~~mobile ~~between~~handset ~~wireless~~without ~~communications~~needing ~~device~~to ~~manufacturers~~ commit ~~and~~to long-term network ~~operators~~service ~~and~~contracts. ~~the~~Subscriber ~~channels~~growth is ~~and~~particularly strong in developing markets where penetration ~~customers~~ rates ~~that~~of ~~they~~wireless ~~serve.~~devices Tohave ~~achieve~~been ~~this~~accelerating ~~objective~~given the emergence of more cost-effective means for ownership, wesuch ~~plan~~as prepaid wireless devices, which is making the purchase of wireless devices more affordable to: consumers in these developing markets.

• According ~~continue~~ to ~~increase~~Gartner ~~our~~Inc. ~~presence~~(“Gartner”), inapproximately 1.2 billion ~~Latin~~wireless ~~America,~~phones ~~using~~were ~~our~~shipped ~~existing~~in ~~market knowledge~~2009, ~~close~~a ~~customer~~number which ~~and~~is ~~supplier~~expected ~~relationships and extensive distribution infrastructure; • continue~~ to increase ~~our~~to ~~penetration~~approximately 2.4 billion in ~~the~~2015, ~~United~~representing ~~States~~a by11.9% ~~offering~~compounded ~~customized~~annual ~~services~~growth torate (“CAGR”). ~~serve~~The ~~new~~largest ~~entities~~growth inarea ~~the~~is ~~wireless~~smartphones which, ~~market;~~according •to ~~focus~~Gartner, onis ~~growing~~expected ~~our~~to ~~higher~~grow ~~margin~~from 172.4 million ~~businesses,~~devices ~~which~~sold ~~include~~in ~~our~~2009 ~~integrated~~to ~~supply~~1,104.9 million devices ~~chain~~sold ~~and~~in ~~logistics~~2015, ~~services~~representing ~~business~~a ~~and~~36.3% ~~selling~~CAGR. ~~our~~In ~~fixed~~addition, tablets ~~wireless~~ and e-readers are ~~other~~also ~~wireless~~becoming ~~products~~increasingly inpopular ~~emerging~~with ~~markets;~~consumers. •According to ~~identify~~Gartner, ~~new~~tablet ~~product~~computer ~~and~~shipments ~~service~~are ~~offerings~~expected to ~~meet~~grow ~~our~~from 17.6 million ~~customers’~~units ~~needs~~in ~~and~~2010, tothe ~~assist~~first ~~our~~year ~~suppliers~~for inwhich Gartner ~~providing~~industry ~~new~~data ~~products~~is toavailable ~~their~~for ~~customers;~~tablet ~~and~~computer shipments, •to ~~expand~~294.1 million ~~into~~units ~~new~~in ~~geographic markets through organic growth~~2015, ~~joint~~representing ~~ventures~~a 75.6% ~~and acquisitions~~CAGR.

The proliferation of new technologies and connected devices and the increasing velocity of these new product introductions are resulting in the following key trends:


	•	Manufacturers needing to achieve faster time-to-market with new wireless devices;

	•	Operators needing to meet customers’ demands for increased choice;

	•	Retailers needing to navigate through an increasingly large and rapidly changing set of available devices; and

	•	Enterprises needing to reduce the cost of and simplify the management of their wireless devices and rate plan deployments.

~~Risk~~ We ~~Factors~~believe each participant in the wireless ecosystem faces differing challenges and priorities.

~~Various~~• ~~factors~~Manufacturers are focused on selling devices to end users through operators and ~~uncertainties~~retailers. ~~could~~They ~~adversely affect~~are ~~our~~faced ~~business,~~with ~~prospects~~challenges such as pricing pressure, ~~financial~~forecasting ~~condition~~accuracy, and ~~results~~ the lack of ~~operations.~~local Inimportation ~~particular,~~and wemanufacturing ~~are~~expertise ~~heavily~~in ~~dependent~~certain markets. • Operators are focused on amaximizing ~~few wireless~~their ~~device~~average ~~manufacturers,~~revenue ~~particularly~~per ~~Motorola~~user (“ARPU”), tominimizing ~~supply us~~churn ~~with~~and ~~the~~growing ~~products~~their ~~that~~subscriber ~~we distribute~~base. ~~The~~They ~~termination~~are offaced ~~our agreements,~~with orchallenges aincluding ~~significant~~the ~~deterioration~~growing complexity and rapid evolution of ~~our~~handset ~~relationships, with~~and ~~one~~activatable ordevice ~~more~~offerings, ofdemand ~~our~~forecasting ~~principal~~for ~~suppliers~~particular ~~could~~devices ~~significantly reduce~~across ~~our~~markets ~~access~~and togeographies, ~~these~~and ~~products~~inventory management. A• ~~reduction~~Retailers inare ~~orders~~focused ~~from or~~on inselling ~~the~~devices ~~prices~~and ~~that~~plans weto consumers. They are ~~able~~faced towith ~~charge~~challenges ~~our~~such ~~principal customers~~as ~~also~~the ~~could~~ability ~~adversely~~to ~~affect~~efficiently ~~our~~manage ~~results~~working ofcapital, ~~operations~~ mitigate inventory obsolescence and ~~financial~~drive ~~condition.~~strong ~~Further,~~sales ifand ~~wireless~~profit ~~communications device~~per ~~manufacturers~~square ~~and~~foot. ~~network~~• ~~operators~~Enterprises doare ~~not~~focused ~~continue~~on ~~to outsource~~getting ~~certain~~the ofbest ~~their~~device ~~business~~on ~~functions,~~the itbest ~~would adversely~~plan ~~affect~~for ~~our~~their ~~business~~end users. InThey ~~addition,~~are afaced ~~substantial percentage~~with ofchallenges ~~our~~such ~~sales~~as ~~are~~the ~~generated~~ability into ~~Mexico~~manage ~~and~~the ~~other countries~~activation inof ~~Latin~~devices ~~America,~~and ~~which~~selection ~~have~~of ~~political,~~plans ~~economic, currency~~ and ~~other~~the ~~risks.~~ability ~~Please~~to ~~see~~access ~~“Risk~~a ~~Factors,” beginning~~broad onportfolio ~~page 7,~~of ~~concerning~~wireless ~~these~~devices ~~and~~at ~~other~~competitive ~~factors~~rates.

~~Corporate~~ We ~~Information~~believe that these differing challenges and priorities will become more prominent given the accelerating pace of technological innovation, the number of new market participants and continued growth of the wireless ecosystem and that they will translate into growing opportunities for specialized providers of outsourced services who are positioned at the center of the wireless device value chain.

~~We were incorporated in Delaware in September~~ ~~1997 and commenced our operations in October 1997.~~ Our ~~principal~~Value ~~executive~~ Proposition ~~offices~~for ~~are~~the ~~located~~Key atParticipants ~~2010~~in ~~N.W.~~the ~~84th Avenue, Miami,~~Wireless ~~Florida 33122, and our telephone number at such address is~~ Ecosystem ~~(305) 477-8676. Our website is located at www.brightstarcorp.com. The information contained on, or linked to, our website is not intended to constitute a part of this prospectus.~~

~~Brightstar~~ We ~~and~~provide ~~its~~a ~~logo~~broad ~~are~~portfolio of innovative services that help our ~~trademark~~customers ~~and~~around the world optimize their wireless supply ~~service~~ chains ~~mark.~~and ~~Such~~better ~~marks~~manage ~~are~~the ~~registered~~ongoing complexity in ~~various~~the ~~Latin~~wireless ~~American~~ ecosystem. ~~countries,~~Our ~~including~~ability ~~Argentina,~~to ~~Dominican~~leverage ~~Republic,~~our proprietary market ~~Ecuador,~~ knowledge Elgives ~~Salvador,~~our ~~Peru~~customers ~~and~~valuable ~~Venezuela~~insight ~~and~~into atheir ~~trademark~~own ~~application~~ wireless ~~for~~supply ~~the~~chains ~~logo~~as iswell ~~pending~~as ~~with~~real-time trends throughout the Ubroader wireless device value chain.S. ~~Patent~~We ~~and~~believe that our ~~Trademark~~ portfolio ~~Office.~~of ~~This~~services, ~~prospectus~~which ~~refers~~are designed to meet the ~~tradenames~~needs of ~~other~~ wireless ~~companies~~industry ~~whose~~participants, ~~mention~~coupled inwith ~~this~~our ~~prospectus is made with~~global ~~due~~ infrastructure ~~recognition~~and ofscale ~~the~~position ~~rights~~us ofto ~~these~~successfully ~~companies~~serve ~~and without any~~all ~~intent~~ participants toin ~~misappropriate~~the ~~such~~wireless ~~names~~ecosystem.


	•	*Manufacturers.* We offer manufacturers a suite of services to help them move their products to market faster and to more locations around the world. We primarily act as a demand-generating distributor for manufacturers. Our global infrastructure, scale, local expertise, wireless expertise and business intelligence, channel and business relationships allow us to develop customized end-to-end solutions for our manufacturer customers. Our services enable them to focus on their core competencies and help extend their channel reach, optimize their inventory levels and further drive increased profitability and market share.

	•	*Operators.* We provide operators with a comprehensive set of services to improve their ability to select the right product, source it for the right price and deliver it to the right place at the right time. Our tools and services help operators improve the execution of their core business strategy, which is centered on managing the wireless customer’s experience and maximizing ARPU. Our solutions also allow for greater pricing visibility and improved demand forecasting, which help operators reduce the cost of device acquisition, improve inventory supply planning and product lifecycle management and ultimately enhance both profitability and end-user satisfaction.

	•	*Retailers.* We provide retailers with services that improve the profitability and performance of their wireless category, both in-store and online. The wireless device category is complex to manage, with high working capital requirements, and increasingly short product lifecycles as new devices are entering the space at an unprecedented rate. Our services help retailers simplify management of this category, analyze consumer habits and trends and ensure that the right products are available at the right locations at the right price, to maximize sales and

~~The~~profitability. ~~Offering~~ We provide retail-centric demand planning, inventory management and collaborative planning, forecasting and replenishment processes that allow retailers to maintain low inventory levels with high fill rates at the point of sale. We also offer services that increase the velocity of sales for wireless products.

Common stock offered by Brightstar		shares
Common stock to be outstanding after this offering		shares
Use of proceeds		We will receive net proceeds of approximately $ million from this offering. We intend to use the net proceeds for general corporate purposes, including potential acquisitions of and investments in other businesses, expansion into new geographic markets and working capital. We intend also to redeem a portion of the shares of our common stock to be issued upon the conversion of our Series A Preferred Stock and 2008 Convertible Notes on the completion of this offering, as well as to repay some of our outstanding indebtedness. We will not receive the proceeds from the sale of shares of common stock by the selling stockholders upon any exercise by the underwriters of their over-allotment option. See “Use of Proceeds.”
Proposed Nasdaq National Market symbol		“BSTA”


	•	*Enterprises.* As master agent for operators, we provide small and medium businesses, enterprises, government organizations and each of their end users with cost-effective wireless voice and data communication devices through their preferred retailer or IT reseller. Our tools and services assist enterprises (through their IT reseller service providers) and consumers (through their retail environments) by simplifying the procurement, activation and administration of their wireless devices. Our tools allow organizations to view and administer their bills in a consolidated multi-operator portal to gain better insight into employee spend and behavior. Our automated activation portals enable organizations and consumers to seamlessly activate their devices quickly and without hassle. Our enterprise and consumer services simplify the mobile experience for end users by enabling small and medium businesses, enterprises and government organizations to outsource many critical, but non-core, functions to us.

~~The above information concerning the number of~~ ~~shares of our common stock to be outstanding after this offering~~ Our is Competitive ~~based on the number of shares outstanding as of July 31,~~Strengths ~~2004 and assumes:~~

• Large, Global Services Provider for the ~~conversion~~Wireless ofEcosystem. ~~our~~We ~~outstanding~~are ~~shares~~present ofin ~~Series~~50 Acountries ~~Preferred~~on ~~Stock~~six ~~(at~~continents and believe we have a leading global distribution infrastructure platform to support the ~~conversion~~wireless ~~ratio~~device ofvalue 1chain. Our extensive experience, infrastructure, scale and local reach create a significant competitive advantage over regional competitors because we are able to 1)decrease time-to-market of wireless devices and provide our customers with increased visibility into 3their supply chain. Our significant scale and geographic reach,~~750~~ together with our extensive customer relationships, would be difficult and costly to replicate. • Strong Relationships with Manufacturers, Operators, Retailers and Enterprises. We have relationships with over 150 manufacturers, 180 network operators, 15,000 ~~shares~~mass retailers and 4,800 technology value-added resellers, including some of ~~common~~the ~~stock~~leading onnames in the ~~completion~~wireless ofecosystem. ~~this~~Our ~~offering;~~position •at the ~~conversion~~center of the ~~$31.75~~wireless ~~million~~device ~~aggregate~~value ~~principal~~chain ~~amount~~and ofour extensive customer relationships, coupled with our ~~2008~~wireless ~~Convertible~~expertise, ~~Notes~~global (footprint and scale, enable us to drive significant value for our customers. • Differentiated Services Offerings. We have been successful at ~~the~~leveraging ~~conversion~~our ~~price~~unique position at the center of ~~$8.00~~the ~~per~~wireless ~~share)~~device ~~into~~value 3chain,~~968~~ our global infrastructure and our wireless industry knowledge and data to provide customers with innovative,~~750~~ ~~shares~~differentiated ofand ~~common~~targeted ~~stock~~solutions. onBy ~~the~~consistently ~~completion~~delivering additional high-value service offerings to our customers, we become part of our customers’ supply chains, creating stronger customer relationships. We work closely with our customers to create differentiated value-added service offerings, which are tailored to meet their particular needs. We believe this ~~offering;~~collaborative approach and •our ~~the~~track ~~redemption~~record of ~~shares~~quality ofservice ~~common~~and ~~stock~~execution ~~issued~~creates onloyal customer relationships. • Innovative Technology-Based Service Platform. Our innovative technology-based service platform provides us with extensive real-time data across the ~~conversion~~wireless ofdevice value chain and enables us to provide consulting services and tools to our ~~Series~~customers Afor ~~Preferred~~better ~~Stock~~decision making. Our technology has been developed in-house over time and ~~2008~~is ~~Convertible~~designed ~~Notes~~to ~~(assuming~~layer anonto ~~initial~~our ~~public~~customers’ ~~offering~~own ~~price~~technology ofinfrastructure. $Our ~~per~~information ~~share~~technology tools allow us to initiate a relationship with a customer on a targeted basis, ~~the~~with ~~mid-point~~selected ofsolutions, and enable us to expand our services to the ~~range~~customer ~~set~~over ~~forth~~time. on• Strategically Positioned to Anticipate Wireless Ecosystem Opportunities. Our visibility into the ~~cover~~wireless ofdevice ~~this~~value ~~prospectus)~~chain allows us to anticipate and capitalize on profitable growth opportunities. Our global business model enables us to leverage our learning and observations

This information excludes:

	•	up to 2,500,000 shares of common stock subject to issuance under our 2004 Stock Incentive Plan (1,382,500 of which shares are subject to issuance on the exercise of outstanding options that we have granted in 2004, with a weighted average exercise price of $8.06 per share); and
	•	shares of common stock that may be issued by us on any exercise of the underwriters’ over-allotment option to purchase additional shares from us.

In addition to the shares that may be sold by us on any exercise of the over-allotment option, R. Marcelo Claure (our President and Chief Executive Officer) and several of our stockholders will be entitled to sell an aggregate of up to shares on any exercise of the underwriters’ over-allotment option.

~~Summary~~from ~~Consolidated~~one ~~Financial~~region ~~Data~~ to another to anticipate customer needs and associated business opportunities.

~~The~~• ~~following~~Innovative ~~summarizes~~Culture ~~our historical consolidated financial data for the periods~~ and asManagement ofTeam ~~the~~with ~~date presented.~~a ItSuccessful ~~also~~Track ~~sets forth pro forma and pro forma as adjusted consolidated balance sheet data as of March 31, 2004~~Record. WeOur ~~have~~management ~~derived the historical financial data from our audited and unaudited consolidated financial statements. The consolidated statement of income data for the years ended December 31~~team, ~~2002~~led ~~and December 31, 2003 are derived from our consolidated financial statements that have been audited~~ by ~~Deloitte & Touche LLP,~~ our ~~independent registered public accounting firm~~Chairman, ~~and~~Chief ~~appear~~Executive ~~elsewhere~~Officer ~~in this prospectus. The consolidated statement of income data for the years ended December 31, 1999, December 31, 2000~~ and ~~December 31,~~ ~~2001~~largest ~~are derived from our consolidated financial statements that have been audited by Arthur Andersen LLP~~stockholder, ~~which has ceased operations~~R. ~~Our~~Marcelo ~~consolidated statements of income~~Claure, ~~stockholders’~~has ~~equity~~extensive ~~and~~industry ~~comprehensive income and cash flows for the year ended December 31, 2001 appear elsewhere in this prospectus~~experience. ~~The~~Our ~~consolidated~~management ~~statement~~team ~~of income~~has ~~data~~developed ~~for~~a ~~the~~culture ~~three-month periods ended March 31, 2003 and 2004 and the consolidated balance sheet data as~~ of ~~March 31,~~ ~~2004~~innovation ~~have been derived from our unaudited interim consolidated financial statements~~ that ~~appear~~has ~~elsewhere~~enabled inus ~~this prospectus. Our historical results are not necessarily indicative of results~~ to begrow ~~expected~~and ~~for~~diversify ~~any~~our ~~future~~business ~~periods. The unaudited pro forma~~ and ~~pro~~enhance ~~forma as adjusted balance sheet data give effect to~~ the ~~events~~value ~~described~~proposition infor ~~footnotes~~our ~~(1) and (2) below~~customers.

~~The following data should be read in conjunction~~ ~~with “Capitalization”, “Management’s~~ Our ~~Discussion and Analysis of Financial Condition and Results of~~ Strategy ~~Operation” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.~~

																		Three Months
			Year Ended December 31,															Ended March 31,
			1999			2000			2001			2002			2003			2003			2004
			(in thousands, except per share amounts)
Consolidated Statement of Income Data:
	Net sales		$	139,858		$	354,540		$	630,053		$	848,671		$	1,204,834		$	199,539		$	338,911
	Gross profit			12,458			27,959			45,873			62,660			96,621			17,992			25,146
	Selling, general and administrative expenses			6,047			12,424			18,389			28,115			42,545			9,943			11,332
	Operating income			5,588			13,859			26,089			32,662			51,449			7,398			12,573
	Interest expense			(141	)		(2,813	)		(2,684	)		(4,497	)		(5,872	)		(1,165	)		(1,900	)
	Foreign exchange gain (loss)			(80	)		628			(1,510	)		(2,112	)		(1,914	)		(446	)		1,655
	Income before provision for income taxes, minority interests and extraordinary gain			6,080			11,534			22,520			27,646			44,762			6,491			12,601
	Provision for income taxes			(808	)		(4,454	)		(8,668	)		(9,707	)		(13,382	)		(2,147	)		(4,108	)
	Income before minority interests and extraordinary gain			5,272			7,080			13,852			17,938			31,379			4,344			8,492
	Minority interests			—			(77	)		(1,159	)		(1,739	)		(2,326	)		(376	)		(663	)
	Income before extraordinary gain			5,272			7,003			12,692			16,199			29,054			3,968			7,829
	Extraordinary gain			—			—			—			1,719			—			—			—
	Net income			5,272			7,003			12,692			17,918			29,054			3,968			7,829
	Net income attributable to common stockholders			5,272			7,003			12,692			17,918			29,054			3,968			7,229
	Earnings per share of common stock:
		Basic earnings per share	$	0.19		$	0.26		$	0.47		$	0.66		$	1.07		$	0.15		$	0.34
		Diluted earnings per share	$	0.19		$	0.26		$	0.47		$	0.66		$	1.07		$	0.15		$	0.29
	Weighted average number of common shares used in calculations:
		Basic		27,233			27,233			27,233			27,233			27,233			27,233			21,293
		Diluted		27,233			27,233			27,233			27,233			27,272			27,233			29,031

We intend to be the leading global services provider for the wireless device value chain. Key elements of our strategy include:


	•	Continue to leverage our global infrastructure, scale and strong customer relationships to expand our offering with higher value services;

	•	Expand into additional high growth geographies;

	•	Increase the number of services we provide our existing customers and enter into new customer relationships; and

	•	Continue to pursue strategic partnerships, investments and acquisitions to expand our services offering as well as our geographic footprint.

Recent Development

On April 11, 2011, we acquired eSecuritel, a leading provider of cell phone and wireless products insurance services. The acquisition will combine eSecuritel’s suite of cell phone protection and replacement programs, proprietary IT systems and processes with our global logistics, device sourcing and IT customization capabilities. We expect eSecuritel’s offerings will further enhance our robust platform of services and drive growth in our business.

Risks Related to Our Business

Please read the section entitled “Risk Factors” for a discussion of some of the factors you should carefully consider before deciding to invest in our Class A common stock. Some of the important risks include:


	•	we depend on a limited number of manufacturer customers to provide us with competitive products at reasonable prices and of good quality,

	•	we may experience a loss of or reduction in orders from principal customers or a reduction in the prices we are able to charge these customers,

	•	our business depends on the continued tendency of manufacturers, operators, retailers and enterprises to outsource aspects of their business to us in the future,

	•	our business could be harmed by fluctuations in regional demand patterns and economic factors,

	•	an economic downturn could negatively impact our business,

	•	we may have difficulty collecting our accounts receivable,

	•	we rely on our manufacturer customers to provide trade credit terms to adequately fund our ongoing operations and product purchases,

	•	we operate a global business that exposes us to risks associated with international activities,

	•	we conduct a substantial amount of business in Venezuela,

		As of March 31, 2004
						Pro Forma
		Actual		Pro Forma(1)		As Adjusted(2)
		(in thousands)
Consolidated Balance Sheet Data:
	Cash and cash equivalents	$	25,737	$	16,366	$
	Working capital (3)		141,523		123,477
	Total assets		435,169		425,798
	Total debt (including current portions)		99,800		99,800
	Total liabilities		348,301		340,048
	Total stockholders’ equity		86,868		85,750


	•	our operating results vary frequently and significantly in response to seasonal purchasing pattern fluctuations,

	•	we are highly dependent on our Chairman and Chief Executive Officer and management team and the loss of our executive officers and key personnel could impede our ability to implement our strategy,

	•	we have identified material weaknesses in our internal controls over financial reporting which, if not successfully remediated, could cause us to fail to timely report our financial results, prevent fraud and avoid material misstatements in our financial statements, and

	•	the voting power of our capital stock will be concentrated in our Chairman and Chief Executive Officer, which will limit your ability to influence corporate matters.

(1)	The unaudited pro forma consolidated balance sheet data give effect to our: (a) payment in April 2004 of previously declared dividends of $5.4 million to our two original stockholders in connection with our December 2003 recapitalization and the refinancing of our senior debt (which amount is accrued as a current liability on our March 31, 2004 consolidated balance sheet); (b) payments in April and July 2004 of (1) aggregate accumulated dividends through June 30, 2004 of $1.2 million to the holders of our Series A Preferred Stock and (2) aggregate accrued interest of $1.7 million to the holders of our 2008 Convertible Notes (the April portions of both of which amounts are accrued as current liabilities on our March 31, 2004 consolidated balance sheet); (c) payment of a $100,000 fee in connection with the April 2004 termination of our previous revolving credit facility and the repayment of all amounts outstanding thereunder and under our previous revolving bank line of credit from borrowings made under our new credit facility with PNC Bank and other lenders, resulting in the $15.6 million bank line of credit being classified as long-term debt; and (d) repurchase in July 2004 of the equity interests of the former minority interest holder of our El Salvadorean and Guatemalan subsidiaries. The unaudited pro forma balance sheet data give effect to each of these events as if it had occurred on March 31, 2004.
(2)	The unaudited pro forma as adjusted balance sheet data give effect, in addition to the events described in footnote (1) above, to our: (a) sale of shares of our common stock in this offering, at an assumed initial public offering price of $ per share (the mid-point of the range set forth on the cover of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us; (b) conversion of the Series A Preferred Stock and 2008 Convertible Notes into shares of common stock; (c) use of $30.0 million of the net proceeds of this offering to redeem a prescribed portion (i.e., shares at a per share redemption price of $ ) of the common stock issued on the conversion of our Series A Preferred Stock and 2008 Convertible Notes; and (d) assumed repayment of $ of outstanding indebtedness under our new secured credit facility and prepayment of $ owed under an open account with one of our suppliers from the net proceeds of this offering.
(3)	Working capital is defined for this purpose as our current assets minus our current liabilities.

Corporate Information

Brightstar Corp. was founded by our Chairman and Chief Executive Officer, R. Marcelo Claure, and David Peterson in October 1997. In June 2007, Lindsay Goldberg acquired an interest in us by purchasing shares of our Series D Redeemable Convertible Preferred Stock.

Our principal executive offices are located at 9725 N.W. 117th Ave., Miami, Florida 33178, and our telephone number is (305) 421-6000. Our website is www.brightstarcorp.com. The information contained on our website or that can be accessed through our website will not be deemed to be incorporated into this prospectus or the registration statement of which this prospectus forms a part, and investors should not rely on any such information in deciding whether to purchase our Class A common stock.

Industry and Market Data

We obtained the industry, market and competitive position data throughout this prospectus from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies, surveys and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company estimates and research are reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source.

Some of the independent industry publications referred to in this prospectus are copyrighted and, in such circumstances, we have obtained permission from the copyright owners to refer to such information in this prospectus. In particular, the reports issued by Gartner described in this prospectus represent data, research, opinions or viewpoints published by Gartner as part of a syndicated subscription service available only to its clients and are not representations of fact. We have been advised by Gartner that each Gartner report speaks as of its original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner reports are subject to change without notice.

~~RISK FACTORS~~ The Offering

Investing in this offering involves a high degree of risk. You should consider carefully the risk factors described below and the other information contained elsewhere in this prospectus before deciding to buy shares of our common stock. Any of the following risks, as well as other risks and uncertainties that we have not identified or that we currently believe are immaterial, could harm our business, prospects, financial condition and results of operations, and could cause the trading price of our common stock to decline and, as a result, you may lose all or a part of your investment.


Class A common stock offered by us		shares

Class A common stock offered by the selling stockholders		shares

Total Class A common stock offered		shares

Class A common stock to be outstanding after this offering		shares

Option to purchase additional shares of Class A common stock		shares by us and shares by the selling stockholders

Class B common stock to be outstanding after this offering		shares

Total common stock to be outstanding after this offering		shares

Voting rights		Following this offering, the holders of Class A common stock will be entitled to one vote per share, and the holder of Class B common stock will be entitled to 5 votes per share, except with respect to the election of any director that is intended by our board of directors to be designated as “independent.” With respect to the election of such independent directors, holders of Class A and Class B common stock will be entitled to one vote per share and will vote together as a single class. Upon the consummation of this offering, we intend to have at least three independent directors. In addition, in the event of (a) the merger or sale of the company or all or substantially all of the assets of the company, (b) the liquidation, dissolution or winding up of the company or (c) any amendment to our certificate of incorporation that would increase the authorized capital stock of the company, Class B common stock will be entitled to one vote per share.

		Shares of Class B common stock are convertible at any time on a share-for-share basis into shares of Class A common stock. In the event that (1) Mr. Claure beneficially owns shares of our common stock representing less than 20% of the total number of shares outstanding or (2) the company is no longer certified as a minority business enterprise, the Class B common stock will automatically convert to Class A common stock. In addition, in the event Mr. Claure sells, disposes or otherwise transfers his shares of Class B common stock to a third party, such Class B common stock will automatically convert to Class A common stock.

		Holders of our Class A common stock and our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders.

		Following this offering, assuming no exercise of the underwriters’ option to purchase additional shares, (1) holders of Class A common stock will control approximately % of the combined voting power of our outstanding common stock and approximately % of our total equity ownership

Risks Related to Our Business and Industry

We are heavily dependent on a few suppliers, particularly Motorola, Inc., or Motorola, to provide us with the products that we distribute; our contracts with Motorola are generally non-exclusive and may be terminated on short notice.

We are heavily dependent on a few wireless communications device manufacturers, particularly Motorola, for our product purchases. Motorola supplied 52% of our total product purchases in the first quarter of 2004, 64% of such purchases in 2003 and 73% of such purchases in 2002. We distribute Motorola wireless communications products through four separate short-term agreements. Brightstar Corp. is the distributor under three of the agreements and Brightstar U.S., Inc. (a subsidiary of ours) is a distributor under the other agreement. Three of such agreements are non-exclusive and the agreement under which we distribute Motorola’s accessories in Latin America is co-exclusive with Motorola.

Our distribution agreements with Motorola expire on October 9, 2005, October 1, 2005, December 31, 2004 and October 4, 2004. Motorola may terminate the agreement under which we distribute its wireless mobile phones in Latin America for any reason on 180-days’ notice; it may terminate the agreements under which we distribute Motorola’s accessories in Latin America and wireless mobile phones and accessories in the United States for any reason on 90-days’ notice; and it may terminate the agreement under which we distribute Motorola’s broadband wireless data products (under Motorola’s Canopy brandname) in Latin America for any reason on 30-days’ notice. In addition, Motorola may immediately terminate each of these agreements if we fail to comply with certain obligations, including compliance with laws or Motorola’s ethical standards (as determined by Motorola in its sole discretion) or if we experience bankruptcy, insolvency or a change of control. Motorola may also immediately terminate these agreements if, after notice, we fail to make payment of our obligations to Motorola or if there is a default under any of our agreements with it (including the occurrence of an event or condition that would have a material adverse effect on our financial condition, business, assets or operations).

In addition, the agreement under which we distribute Motorola’s wireless phones in Latin America permits Motorola to terminate the agreement if less than a specified substantial majority of our quarterly net sales (after certain permitted carve-outs) in any of three Latin American regions, specifically (1) Mexico, (2) Argentina and Chile and (3) Venezuela, Central America, the Caribbean, Bolivia, Colombia, Ecuador, Paraguay, Peru and Uruguay, consists of sales of new Motorola wireless phones and we fail to remedy such breach within a prescribed period of time. We failed to achieve this net sales requirement in each of these regions during the fourth quarter of 2003 and in two of these regions during the first and second quarters of 2004. On July 20, 2004, Motorola waived our non-compliance with the net sales requirement for the fourth quarter of 2003 and the first two quarters of 2004. While we and Motorola have recently revised the net sales requirement in a manner that we believe will increase our ability to comply, we cannot assure you that we will even meet this revised requirement in the third or fourth quarter of 2004 or in other future periods or that, if we fail to do so, Motorola will grant us a waiver. Any termination by Motorola of one or more of our distribution agreements or any significant deterioration in our relationship with Motorola could significantly reduce the availability to us of the products that we offer for sale and have a material adverse effect on our results of operations, business and prospects.

In order to obtain certain consents from Motorola, we have agreed to release Motorola from claims that we would otherwise have against it for any breach by it of the provisions of our agreements with it that may have occurred prior to August 6, 2004, except for any claims relating to implied or express

product warranties and any third-party products liability claims and intellectual property infringement claims. This release prevents us from bringing claims against Motorola for its breach of any such provisions other than such excepted claims.


		and (2) Mr. Claure, through his holding of 100% of our outstanding Class B common stock, will control approximately % of the combined voting power of our outstanding common stock and approximately % of our total equity ownership.

		If the underwriters exercise their option to purchase additional shares in full, (1) holders of Class A common stock will control approximately % of the combined voting power of our outstanding common stock and approximately % of our total equity ownership and (2) Mr. Claure, through his holding of 100% of our outstanding Class B common stock, will control approximately % of the combined voting power of our outstanding common stock and approximately % of our total equity ownership. See “Description of Capital Stock — Voting Rights.”

		With the exception of voting rights and the conversion features of the Class B common stock, holders of Class A and Class B common stock have identical rights. See “Description of Capital Stock — Common Stock” for a description of the material terms of our common stock.

Use of proceeds		Our net proceeds from this offering will be approximately $ million, or approximately $ million if the underwriters exercise their option to purchase additional shares in full, assuming an initial offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus. We intend to use $ million of the net proceeds from this offering to pay accrued dividends on our redeemable convertible preferred stock and will use the remainder for general corporate purposes. We will not receive any proceeds from the shares of Class A common stock being sold by the selling stockholders identified in this prospectus, which include Mr. Claure and Lindsay Goldberg.

Dividend policy		We do not intend to pay dividends on our Class A or Class B common stock. We plan to retain any earnings for use in the operation of our business and to fund future growth.

Risk factors		See “Risk Factors” for a discussion of factors you should consider before investing in our Class A common stock.

Proposed Nasdaq Stock Market symbol		“STAR”

We Unless ~~are~~we ~~also~~specifically ~~dependent~~state ~~on a few other suppliers for our product purchases. Purchases from Samsung Electronics Latinoamerica Miami~~otherwise, ~~Inc., or Samsung, and Sagem, S.A., or Sagem, accounted, in~~ the ~~aggregate,~~share ~~for~~information ~~11% of our total product purchases~~ in ~~2003. Our agreements with these other principal~~ ~~suppliers~~ this ~~are~~prospectus ~~generally~~is ~~non-exclusive.~~as ~~Our agreements with such suppliers typically may be terminated immediately upon our failure to cure a material breach within specified periods~~ of ~~time~~ ~~(ranging from ten to 90~~December ~~days)~~31, ~~our failure to meet minimum purchase requirements or the occurrence of certain other events. For example~~2010, ~~our distribution agreement with Samsung may be terminated by it for any reason on 30 days’ notice~~ and ~~immediately~~reflects ~~for reasons specified in such distribution agreement, including a change in the ownership~~ or ~~management of~~ ~~our company (other than one relating to this offering).~~ assumes:

• the conversion of shares of our common stock owned by Mr. Claure into shares of Class A ~~loss~~common stock and shares of, orClass aB ~~reduction~~common instock, ~~orders~~and ~~from~~ the conversion of shares of our ~~principal~~common ~~customers~~stock orowned inby other shareholders into shares of Class A common stock; • the ~~prices~~conversion ~~that~~of weall ~~are~~our ~~able~~redeemable convertible preferred stock (at the conversion ratio of one to ~~charge~~ ~~these~~one) ~~customers~~into ~~could~~shares ~~have~~of Class A common stock upon the completion of this offering; • the shares of Class A common stock issuable upon exercise of outstanding options, at a ~~material~~weighted ~~adverse~~average ~~effect~~exercise ~~on our~~price ~~business~~of $ per share, and ~~results~~an additional shares of ~~operations.~~ Class A common stock received for issuance pursuant to our compensation plans, are excluded; and

A substantial amount of our sales is concentrated among a relatively small number of customers. Subsidiaries of five companies, América Móvil, S.A. de C.V., or América Móvil, Telefónica Móviles, BellSouth Corp., or BellSouth, Telecom Italia, S.p.A., or Telecom Italia, and Verizon Communications, Inc., or Verizon, accounted for 61% of our consolidated net sales in the quarter ended March 31, 2004 and 69% of such sales in each of 2003 and 2002. Sales to Radiomovil Dipsa S.A., a subsidiary of América Móvil and our largest customer, accounted for 19% of our consolidated net sales in the quarter ended March 31, 2004, 27% of such sales in 2003 and 30% of such sales in 2002. We have only a few long-term distribution agreements with customers. Moreover, the price terms of some of the larger customer contracts involving our principal suppliers are negotiated directly between those suppliers and our customers. The substantial majority of our sales, including all sales to our two largest customers in Latin America, are made through purchase orders placed by our customers. Generally, we provide our integrated supply chain and logistics services through fulfillment agreements. These fulfillment agreements are generally non-exclusive, may be terminated by our customers on as few as ten days’ notice and/or do not require our customers to purchase minimum quantities.

The markets in which we operate are subject to intense price competition. Because of this and the fact that the substantial majority of our sales are made through transaction-specific purchase orders, we have limited flexibility regarding the prices that we can charge for our wireless communications products and services. Our customers may seek products or services from others at prices lower than we have been able to or can currently provide. There can be no assurance that our customers will continue to purchase products or services from us or that their purchases will be at the same or greater levels, or on the same terms, as we attained in prior periods. The loss of any of our principal customers, a reduction in the products or services that they buy from us or our inability to maintain current terms, including price, with our customers could have a material adverse effect on our business and results of operations.

We are dependent, in large part, on obtaining wireless communications products that meet our customers’ demands on a timely basis.

We purchase, for resale, wireless mobile phones and accessories from a limited number of wireless communications device manufacturers. Because the markets for wireless phones are typically driven by rapid technological advancements, frequent new product introductions and short product lifecycles, our ability to meet our customer demand depends, in large part, on our suppliers providing us with adequate amounts of brand name products on favorable pricing and other terms. Any failure or delay by our suppliers in supplying us with desired wireless phones or accessories, or in providing these products to us on favorable terms, could significantly impair our ability to obtain and deliver products to our customers on a timely and competitive basis.

Additionally, the manufacturers that supply wireless communications products to us face intense competition from other manufacturers, including some that may have greater financial and other resources.

~~Accordingly,~~• ~~other~~the ~~manufacturers~~underwriters’ ~~may~~option ~~produce wireless~~to ~~phones~~purchase ~~and~~up ~~accessories superior~~ to oran ~~more~~additional ~~attractive than~~shares ~~those~~of ~~that~~Class ~~our~~A ~~suppliers~~common ~~produce~~stock ~~and~~from ~~they~~us ~~may also be able to spend significantly more to advertise~~ and ~~market~~up ~~their product offerings. If our suppliers fail~~ to ~~respond~~an onadditional ashares ~~timely basis to the rapid technological changes that have been characteristic~~ of ~~the~~Class ~~wireless~~A ~~communications~~common ~~industry,~~stock ~~fail~~from ~~to provide new product offerings that are desired by consumers or are otherwise unable to compete effectively against other wireless communications device manufacturers,~~ the ~~products~~selling ~~that we~~stockholders ~~offer~~is may be less desirable and we could suffer a significant decline in our sales. Furthermore, we may lose access to products if the manufacturers that supply wireless communications products to us are acquired by other manufacturers with which we do not ~~have commercial relationships~~exercised. Any such consolidation of wireless communications device manufacturers could increase our dependence on a few, and decreasing number of, wireless communications device manufacturers and/or disrupt their supply of products to us.

~~We may lose customers or business from~~ ~~wireless~~ Summary Consolidated ~~network~~Financial ~~operators~~and ~~due~~Other ~~to their further~~Data ~~consolidation.~~

A The ~~consolidation~~following ofis ~~wireless~~our ~~network~~summary ~~operators~~consolidated ~~has been~~financial ~~occurring~~and ~~over~~other data, ~~the~~which ~~past~~should ~~several~~be ~~years.~~read ~~For example, it was announced,~~ in ~~February~~conjunction ~~2004~~with, ~~that~~and ~~Cingular~~is ~~Wireless had agreed~~qualified to by ~~buy~~reference ~~AT&T Wireless Services and~~to, in“Use ~~March~~of ~~2004~~Proceeds, ~~that~~” ~~Telefónica~~ “Capitalization,” ~~Móviles had agreed to buy BellSouth~~“Management’s ~~Latin~~ ~~American wireless assets. Subsidiaries of both~~Discussion ~~Telefónica Móviles~~ and ~~BellSouth~~Analysis ~~are principal customers~~ of ~~our~~Financial ~~company.~~Condition ~~The~~and ~~current~~Results ~~level~~ of ~~industry~~ ~~consolidation~~ Operations” ~~has reduced,~~ and ~~any future consolidation will reduce further, the number of large customers available for us to provide~~ our ~~products~~consolidated ~~and~~financial ~~integrated~~statements ~~supply chain~~ and ~~logistics~~ notes ~~services.~~thereto Weincluded ~~could~~elsewhere ~~face~~in ~~increased~~this ~~dependence~~prospectus. ~~on fewer~~The ~~wireless~~ consolidated ~~network~~statements ~~operator~~of ~~customers.~~operations ~~Fewer~~data ~~wireless~~for ~~network operators~~the ~~may~~years ~~also~~ended December 31, ~~result~~2008, in2009 aand ~~reduction~~2010 orand ~~elimination~~the ofconsolidated ~~overall~~ balance ~~promotional~~sheet ~~activities~~data as ~~such~~of ~~operators~~December 31, ~~seek~~2010 toare ~~reduce~~derived ~~their expenditures~~ from, ~~which~~and ~~could,~~qualified inby ~~turn~~reference to, ~~result~~our inaudited ~~a decreased~~consolidated ~~consumer~~ financial ~~demand~~statements ~~for~~and ~~the~~notes ~~products~~thereto ~~that~~included weelsewhere ~~sell. We could also~~in ~~lose~~ this ~~business~~prospectus ifand ~~wireless~~should ~~network~~be ~~operators~~read ~~that~~in ~~presently~~conjunction ~~are~~with those ~~our~~ consolidated ~~customers~~financial ~~are~~statements ~~acquired~~and bynotes ~~operators that are not our customers~~thereto.

If wireless communications device manufacturers or wireless network operators do not continue to outsource certain of their business functions, the demand for the services that we provide would be reduced.


	Year Ended December 31,
	2008			2009			2010
	(In thousands, except share and per share data)

Consolidated Statements of Operations Data:
Revenue	$	3,550,165		$	2,718,652		$	4,612,863
Cost of revenue		3,254,167			2,354,016			4,218,979

Gross profit		295,998			364,636			393,884

Operating expenses:
Selling, general and administrative		174,287			161,806			235,239
Provision for bad debts		2,736			6,435			8,785
Depreciation and amortization		9,917			13,457			11,913
Public offering expenses		—			—			7,333

Total operating expenses		186,940			181,698			263,270

Operating income		109,058			182,938			130,614

Other income (expenses):
Interest income		14,206			21,278			7,139
Interest expense		(34,746	)		(17,102	)		(29,025	)
Other income (expenses), net		(923	)		(3,459	)		2,159
Foreign exchange losses, net		(25,117	)		(80,915	)		(33,263	)

Total other expenses		(46,580	)		(80,198	)		(52,990	)

Income from continuing operations before provision for income taxes		62,478			102,740			77,624
Provision for income taxes		35,402			46,999			36,938

Income from continuing operations		27,076			55,741			40,686
(Loss) income from discontinued operations, net of taxes		(14,304	)		2,595			(921	)

Net income		12,772			58,336			39,765
Less: Net income attributable to non-controlling interest		18,107			4,095			2,385

Net (loss) income attributable to Brightstar Corp.	$	(5,335	)	$	54,241		$	37,380

Basic earnings per share for common stock(1):
Income from continuing operations attributable to Brightstar Corp. common stockholders	$	0.50		$	0.83		$	0.35
(Loss) income from discontinued operations attributable to Brightstar Corp. common stockholders		(0.79	)		0.07			(0.03	)

Net (loss) income attributable to Brightstar Corp. common stockholders	$	(0.29	)	$	0.90		$	0.32

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

Our business depends, in large part, on the continued outsourcing by wireless communications device manufacturers and wireless network operators of certain of their business functions to us. We provide distribution and integrated supply chain and logistics services to our customers, such as customization services, just-in-time delivery, point-of-sale minimum/maximum inventory replenishment programs, information management, semi-knock down assembly services, reverse logistics and third-party logistics. Further industry consolidation, increased competition, additional deregulation, technological changes and other developments could reduce the demand by members of the wireless communications industry for outsourced integrated supply chain and logistics services of the types that we provide. In addition, our customers and suppliers may increase the level of business they do with each other directly rather than through us. In order to encourage the continued use of our distribution and integrated supply chain and logistics services, we need to provide these services at competitive prices. If our costs of providing these services increase, we may not be able to correspondingly raise our prices and pass the increased costs on to our customers. If our customers and/or suppliers increase the amount of distribution and supply chain and logistics functions they perform internally or do business directly with each other, it could have a material adverse effect on our business and results of operations.

The loss of, or reduction in, trade credit from our principal suppliers or our inability to sell accounts receivable could reduce our liquidity, increase our working capital needs and/or limit our ability to purchase products.

Our business is working capital intensive and our ability to pay for products is largely dependent on our principal suppliers providing us with payment terms that facilitate the efficient use of our capital and on our ability to sell our accounts receivable through factoring arrangements.

Our distribution agreements with Motorola offer us the ability to purchase Motorola products on open account with a credit limit determined by Motorola based on its own credit criteria. Motorola may reduce the amount of credit that it extends to us under this open account at any time if it determines that our

condition, including our financial condition, is unacceptable to it. If Motorola makes such a determination, it could cancel purchase orders, require us to pay cash and/or delay shipment of products. Additionally, we have smaller trade credit facilities with other suppliers. The payment terms that we receive from each of our other suppliers are based on several factors, principally including:


	Year Ended December 31,
	2008			2009		2010
	(In thousands, except share and per share data)

Diluted earnings per share for common stock(1):
Income from continuing operations attributable to Brightstar Corp. common stockholders	$	0.20		$	0.78	$	0.35
(Loss) income from discontinued operations attributable to Brightstar Corp. common stockholders		(0.41	)		0.06		(0.03	)

Net (loss) income attributable to Brightstar Corp. common stockholders	$	(0.21	)	$	0.84	$	0.32

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

Weighted average number of common shares outstanding:
Basic		18,134,166			18,163,037		18,181,347

Diluted		35,046,068			20,863,930		18,586,404

Other Financial Data(3):
Adjusted gross profit	$	295,998		$	279,040	$	382,680
Adjusted EBITDA		118,247			111,424		141,192
Adjusted net income		12,299			58,742		60,561

• our payment history with the supplier; • the supplier’s credit granting policies, any contractual restrictions to which it is subject, our creditworthiness as determined by various entities and industry conditions; • our recent operating results, financial position and cash flows; • prevailing interest rates; and • the supplier’s ability to obtain credit insurance on amounts that we owe it.


	As of December 31, 2010
				Pro Forma,
	Actual		Pro Forma(4)	As Adjusted(5)
	(In thousands)
			(Unaudited)

Balance Sheet Data
Cash and cash equivalents	$	159,161	$	$
Accounts receivable, net		1,376,445
Inventory		612,396
Total assets		2,496,570
Total debt (including current portions)(6)		453,805
Total liabilities		1,929,758
Total redeemable convertible preferred stock		409,090
Total stockholders’ equity		157,722

~~Adverse~~(1) ~~changes~~We calculate basic earnings per share using the two-class method in ~~any~~accordance ofwith ~~these~~ASC ~~factors,~~260 ~~many~~Earnings Per Share. This requires the income per share for common stock and participating securities to be calculated assuming 100% of ~~which~~ our earnings are distributed as dividends to holders of common stock and participating securities based on their respective dividend rights, even though we do not inanticipate distributing 100% of our ~~control,~~earnings ~~could~~as ~~increase~~dividends. For the ~~cost~~basic earnings per share calculation, income from continuing operations available to usBrightstar ~~of financing~~common stockholders, discontinued operations and net income attributable to Brightstar common stockholders are allocated pro rata between our ~~inventory~~weighted outstanding common stock and our weighted outstanding participating securities. Net losses are allocated completely to common stock since there is no legal obligation for the participating securities to fund losses. Basic earnings per share attributable to common stockholders is computed by dividing earnings applicable to income from continuing operations available to Brightstar common stockholders, ~~which~~discontinued ~~may~~operations ~~limit~~and ornet ~~eliminate~~income ~~our ability~~attributable to ~~obtain~~Brightstar ~~supplier~~common ~~financing~~stockholders by the weighted-average number of common shares. Income attributable to common stockholders is net

In order to pay amounts owed to our suppliers and generate immediate cash, we often sell the accounts receivable of one of our Mexican subsidiaries through factoring arrangements with financial institutions in Mexico. Our willingness, and the terms on which we are able, to sell accounts receivable are affected by several factors, principally including:

• the estimated collectibility of our accounts receivable and any contractual restrictions to which we or the factoring institution is subject; • general and regional industry and economic conditions, including increases in the costs to us of selling our accounts receivable; • our creditworthiness and that of our customers, as determined by various entities; and • our and our customers’ operating results, financial position and cash flows.

The loss of, or reduction in, trade credit available to us from our principal suppliers, particularly Motorola, and/or limitations on our ability to sell our accounts receivable, could significantly reduce our liquidity, increase our working capital needs and/or limit our ability to purchase products.

A substantial percentage of our net sales is generated in Mexico and other countries in Latin America, which have political, economic, currency and other risks.

Our operations are in large part located in Mexico and other countries in Latin America and a substantial percentage of our net sales is generated from such countries. For the quarter ended March 31, 2004, sales in Mexico represented 32% of our consolidated net sales and sales, in Latin American countries other than Mexico, represented 29% of such net sales. For the year ended December 31, 2003, sales in Mexico represented 47% of our consolidated net sales, and sales in Latin American countries other than Mexico represented 22% of such net sales. A significant portion of our sales originate in our Miami distribution center and have been made to customers located outside of the United States and is reflected as net sales in the United States, rather than as net sales in such countries because it is impracticable to do so as such information is not available. We presently have offices and facilities in Puerto Rico and 14 countries in Latin America: Argentina, Bolivia, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala, Mexico, Paraguay, Peru and Venezuela. As of December 31, 2003, 65% of our consolidated accounts receivable were comprised of the accounts receivable of our Latin American subsidiaries. There are a number of political, economic, currency and other risks and uncertainties associated with our Latin American operations. The following are examples of risks to which we are subject and events involving us:

• Our sales in foreign countries could decline if those countries were to impose additional tariffs import and export controls or other trade barriers that restrict our ability to sell products in such countries. Potential transportation delays across foreign borders could also result in reduced sales.

• We could experience problems in receiving cash from foreign customers due to longer payment cycles and to difficulties encountered in collecting accounts receivable from them. Due to currency controls in Venezuela, we have experienced difficulty in collecting our receivables in a timely manner from our largest customer in Venezuela. • Changes in promotional programs offered by wireless network operators may reduce regional consumer demand for the products and services that we offer. • The demand for wireless communications products could decline as a result of political, social or economic conditions and changes in Latin America, including political instability. Economic slow-downs could result in higher levels of inventories in our distribution channels and decrease our gross and operating margins. • We could experience difficulties in staffing, monitoring and managing our foreign operations. • We could be subject to adverse tax consequences, including the imposition of withholding or other taxes on payments made by our subsidiaries. • We could incur significant costs in complying with a variety of foreign laws, trade customs and practices and changes in regulatory requirements. • We could suffer adverse legal consequences if our salespeople do not comply with applicable U.S. and foreign laws, particularly import and export regulations. • The value of our receivables and other assets could decline if foreign countries were to devalue their currencies as, for example, Venezuela did in 2003 and 2004. We believe that recent economic and political developments in Argentina, Venezuela and the Dominican Republic have increased the risk of further currency devaluations and that such devaluations would likely have an adverse effect on our operations in those countries. Our Argentinean, Venezuelan and Dominican Republic subsidiaries, on a combined basis, accounted for approximately 6.3% of our consolidated net sales for the quarter ended March 31, 2004 and 6.0% of our consolidated net sales for the year ended December 31, 2003. Additionally, we sell product into these countries from our Miami distribution facility. • We are currently evaluating the feasibility of moving a part of our operations (including some of our inventory) from Miami to Brazil. Any transfer of a significant portion of our operations from Miami to Brazil could increase our exposure to the political, economic, currency and other risks and uncertainties of operating in Latin America.


		of the dividends relating to redeemable convertible preferred stock. See Note 2 to our consolidated financial statements included elsewhere in this prospectus.

(2)		“Pro forma” reflects (i) the conversion of shares of our common stock into shares of Class A common stock and shares of Class B common stock, (ii) the conversion of our redeemable convertible preferred stock into shares of Class A common stock and (iii) the issuance and sale of shares of Class A common stock by us in this offering at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and the application of the net proceeds of the offering, after deducting estimated underwriting discounts and offering expenses payable by us, as set forth under “Use of Proceeds.”

(3)		Adjusted gross profit is not a U.S. GAAP measurement. The Adjusted gross profit measure presented consists of gross profit adjusted for the impairment of upfront fee and the effect of foreign exchange losses from Venezuela. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Issues Affecting Comparability from Period to Period — Venezuela Business.”

		The following table presents a reconciliation of gross profit to Adjusted gross profit:

The wireless communications industry is intensely competitive and we may not be able to compete successfully in this industry.


	Year Ended December 31,
	2008		2009			2010
	(In thousands)

Gross profit	$	295,998	$	364,636		$	393,884
Impairment of upfront fee(a)		—		—			11,005
Effect of foreign exchange loss from Venezuela(b)		—		(85,596	)		(22,209	)

Adjusted gross profit	$	295,998	$	279,040		$	382,680

WeAdjusted ~~compete,~~earnings ~~and~~before ~~expect that we will continue to compete~~interest, ~~for sales of wireless phones~~taxes, ~~accessories~~depreciation and ~~data equipment~~amortization ~~with~~(“EBITDA”) ~~several~~is ~~well-established~~not ~~wireless~~a ~~communications device manufacturers and distributors~~U. ~~Our major direct competitors in the distribution business area are Brightpoint, Inc~~S. ~~and~~GAAP ~~CellStar Corporation, both of which are publicly-traded companies~~measurement. WeThe ~~compete~~Adjusted ~~principally~~EBITDA onmeasure ~~the~~presented ~~basis~~consists of ~~price, inventory~~net ~~availability,~~income ~~delivery~~before ~~time~~provision and service. Increased price competition could reduce our gross profit and gross margin. We may increasingly compete with wireless communications device manufacturers that decide to provide their products directly to wireless network operators. If, for ~~example, Motorola~~income ~~were to decide to sell the wireless communications products that we now distribute for them directly to wireless network operators~~taxes, ~~particularly~~interest inincome ~~Latin~~and ~~America~~expense, ~~there~~depreciation ~~would likely~~and ~~be a material decrease in our overall net sales~~amortization, ~~independent~~ ofimpairment ~~any decrease in sales resulting from our loss~~ of ~~Motorola~~ asupfront afee, ~~supplier.~~public ~~The~~offering ~~business of distributing wireless phones and accessories has relatively low barriers to entry~~expenses, ~~particularly~~ inshare-based ~~the~~compensation ~~United States and in some Latin American countries. As a result~~expense, ~~additional~~loss ~~new~~(income) ~~competitors~~from ~~may~~discontinued ~~choose to enter our industry. Many of our current competitors have~~operations, ~~and many~~net of ~~our future competitors likely will have~~taxes, ~~more name and brand recognition and greater financial and~~ other ~~resources~~(income) ~~than us.~~expenses, ~~This~~net ~~enables them both to withstand substantial price competition~~ and toforeign ~~implement~~exchange ~~extensive~~losses ~~advertising~~(gains), ~~and~~ net.

~~promotional~~The ~~programs,~~following ~~either~~table ~~generally~~presents ora ~~in direct~~reconciliation ~~response~~of tonet ~~efforts~~income ~~by competitors~~ to ~~enter~~Adjusted ~~into the market or introduce new products.~~ EBITDA:

We rely on our wireless communications device suppliers to provide us with new product offerings that are attractive to consumers. Competition among wireless communications device manufacturers may, therefore, adversely affect our ability to compete successfully in the wireless communications industry to the extent that the products for which we have distribution or other rights are less marketable than, or otherwise not as competitive as, those for which we do not have such rights.


	Year Ended December 31,
	2008			2009			2010
	(In thousands)

Net income	$	12,772		$	58,336		$	39,765
Provision for income taxes		35,402			46,999			36,938
Interest income		(14,206	)		(21,278	)		(7,139	)
Interest expense		34,746			17,102			29,025
Depreciation and amortization		9,917			13,457			11,913

EBITDA		78,631			114,616			110,502
Impairment of upfront fee(a)		—			—			11,005
Public offering expenses(c)		—			—			7,333
Share-based compensation expense(d)		(728	)		625			2,536
Loss (income) from discontinued operations, net of taxes(e)		14,304			(2,595	)		921
Other income (expenses), net(f)		923			3,459			(2,159	)
Foreign exchange losses (gains), net(g)		25,117			(4,681	)		11,054

Adjusted EBITDA	$	118,247		$	111,424		$	141,192

WeAdjusted ~~must~~net ~~continually~~income ~~anticipate~~is ~~and~~not ~~respond~~a ~~to competitive~~U.S. ~~factors~~GAAP ~~affecting~~measurement. ~~our~~The ~~industry,~~Adjusted ~~including~~net ~~changing outsourcing~~income ~~requirements,~~measure ~~new~~presented ~~products,~~consists ~~changes~~of innet ~~consumer preferences,~~income ~~demographic~~adjusted ~~trends,~~for ~~international, regional and local economic, social and financial conditions and our competitors’ discount pricing and promotional programs. As~~ the ~~wireless~~impairment ~~communication~~of ~~markets~~upfront ~~mature~~fee, ~~and~~public asoffering ~~we seek to enter into additional markets and offer new products~~expenses, weshare-based ~~expect that~~compensation ~~the competition that we face will intensify. We cannot assure you that we will be successful in this competitive environment. In addition~~expense, ~~wireless~~income ~~network~~tax ~~operators~~consequences ~~may~~of ~~adopt policies~~the ~~requiring~~foregoing ~~their~~adjustments ~~dealers~~ and ~~sales~~impact ~~representatives~~of ~~to purchase~~the ~~products~~devaluation ~~directly~~of ~~from~~the ~~them~~Venezuelan ~~or wireless communications device manufacturers rather than from distributors like us~~currency. ~~Implementation~~ ofThe ~~these~~following ~~policies~~table ~~could~~presents ~~have~~ a ~~material~~reconciliation ~~adverse effect~~of onnet ~~our~~income ~~business,~~to ~~prospects~~Adjusted ~~and~~net ~~results of operations.~~ income:

Our business and growth could be hindered if we fail to retain our key employees and attract additional qualified personnel.


	Year Ended December 31,
	2008			2009			2010
	(In thousands)

Net income	$	12,772		$	58,336		$	39,765
Impairment of upfront fee(a)		—			—			11,005
Public offering expenses(c)		—			—			7,333
Share-based compensation expense(d)		(728	)		625			2,536
Income tax benefit (expense) of net income adjustments of the line items above at statutory federal rate of 35%		255			(219	)		(7,306	)
Venezuela devaluation(h)		—			—			7,228

Adjusted net income	$	12,299		$	58,742		$	60,561

~~Our~~We ~~success~~believe ~~depends,~~Adjusted ingross ~~large part~~profit, onAdjusted ~~the continued~~EBITDA ~~service~~and ofAdjusted ~~our~~net ~~officers,~~income ~~particularly~~are R.useful ~~Marcelo Claure,~~in ~~the~~evaluating ~~Chairman of~~ our ~~board~~operating ofperformance ~~directors~~compared ~~and~~to ~~our~~that ~~President and~~of ~~Chief~~other ~~Executive~~companies ~~Officer;~~because ~~Denise~~the ~~Gibson,~~calculation ~~our~~adjusts ~~Chief~~for ~~Operating Officer~~items ~~and~~which ~~President~~we ~~and~~believe ~~Chief~~are ~~Operating~~not ~~Officer~~indicative of ~~Brightstar U.S.,~~operating ~~Inc~~performance., ~~and~~We ~~Oscar~~use J.these ~~Fumagali,~~measures ~~our~~to ~~Chief~~evaluate ~~Financial~~the ~~Officer, each~~operating performance of ~~whom~~our ~~has~~business ~~significant~~and ~~experience~~aid in ~~the~~period-to-period ~~wireless communications~~comparability. ~~industry~~We ~~and~~also inuse ~~the~~these ~~geographic~~measures ~~markets~~for ~~where~~planning ~~we operate.~~and ~~Although~~forecasting, wemeasuring ~~have~~results ~~employment~~against ~~agreements with some of~~ our ~~officers~~ forecast, ~~including Messrs. Claure~~ and ~~Fumagali~~in ~~and~~certain ~~Ms. Gibson~~cases, wefor ~~may~~bonus ~~not~~targets ~~retain~~for ~~the~~certain ~~services of one or more of these or other officers or key~~ employees. ~~The~~Using ~~loss~~several ofmeasures ~~any~~to ofevaluate ~~our executive~~the ~~officers~~business orallows ~~other~~us ~~key~~and ~~employees~~investors ~~through~~to ~~death~~assess ~~or disability, resignation or otherwise could have a material adverse effect on~~ our ~~business~~performance and ~~prospects.~~ultimately ~~Further,~~monitor ifour ~~Mr. Claure~~ability ~~were not~~ to ~~remain~~generate ~~our~~returns ~~Chief~~for ~~Executive Officer, certain of~~ our ~~material~~stockholders. ~~contracts,~~We ~~including~~believe ~~those~~Adjusted ~~with~~gross ~~Motorola~~profit, ~~could be~~Adjusted inEBITDA ~~default,~~and ~~which~~Adjusted ~~could~~net ~~result~~income inare ~~their~~also ~~termination~~useful ~~with resulting harm~~ to ~~our~~investors ~~business.~~because Wethey doare ~~not~~frequently ~~have~~used ~~key-man~~by ~~insurance on~~securities ~~the~~analysts, ~~lives~~investors ofand ~~any~~other ofinterested ~~our~~parties ~~officers. In addition,~~ in ~~order~~the ~~to support~~evaluation ~~our~~of ~~growth, we must effectively recruit, train and retain additional qualified management~~companies. Our ~~inability~~Adjusted togross ~~attract and~~profit, ~~retain~~Adjusted ~~additional~~EBITDA ~~necessary personnel could delay or hinder our success~~ and ~~growth.~~ Adjusted

We are subject to rapid technological changes in our industry, resulting in short product lifecycles, and we may experience product obsolescence and not succeed in responding to such changes.

The markets for our products are characterized by rapid technological changes and frequent new product introductions, often resulting in product obsolescence and relatively short product lifecycles. In order to remain competitive, we must continually anticipate and respond to future technological changes in our industry and identify, obtain and market new and attractive products. Competitors in the wireless distribution business area and manufacturers may produce and market products that have perceived or actual advantages over the products that we distribute or that otherwise render our products obsolete or less marketable. If this were to occur, our sales could be significantly reduced.

In addition, the use of the recently developed Voice over Internet Protocol and other technologies that enable users to make telephone calls using a broadband Internet connection or technological upgrades in traditional landline communications systems could reduce the overall demand for wireless communications products. To the extent that such technologies compete with the products and services that we provide, it would likely reduce the demand for our products and services.

The accurate anticipation of technological and market trends is a complex, uncertain and often costly process, as is the process of managing our existing inventory. We cannot assure you that we will respond to

~~such~~net ~~changes~~income ~~successfully~~may ornot ~~identify~~provide information that is directly comparable to that provided by other companies, ~~obtain~~as other companies may calculate these measures differently. Adjusted gross profit, Adjusted EBITDA and ~~timely~~ ~~provide~~Adjusted ~~the~~net ~~products~~income ~~necessary~~are ~~for~~not usmeasures of financial performance under GAAP and should not be considered as an alternative to ~~remain competitive~~gross profit, operating income (loss) or net income (loss) or as an indication of operating performance derived in accordance with GAAP. ~~Any~~Adjusted ~~failure~~gross toprofit, Adjusted EBITDA and Adjusted net income have limitations as analytical tools. These measures can exclude a number of items, some of which are cash expenditures and some of which may be recurring. Some of the limitations of these measurements are: • Adjusted gross profit, Adjusted EBITDA and Adjusted net income do sonot ~~might~~reflect ~~require~~the usnon-cash toupfront ~~sell~~fee impairment in 2010; • Adjusted EBITDA does not reflect changes in, or cash requirements for, our ~~inventories~~ atworking ~~below~~capital ~~their~~needs; ~~cost~~• Adjusted EBITDA does not reflect significant interest expense or the cash requirements necessary to ~~write~~service interest or principal payments on our debts; and • Although depreciation and amortization are non-~~off~~cash ~~inventory balances~~charges, ~~resulting~~the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements. Because of these limitations, Adjusted gross profit, Adjusted EBITDA and Adjusted net income should not be considered in isolation or as a ~~loss~~substitute tofor usperformance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted gross profit, Adjusted EBITDA and Adjusted net income supplementally.

~~Our~~(a) ~~future~~In ~~growth~~2010, ~~depends~~revenue onwas affected by an $11.0 million impairment charge. See Note 14 to our ~~ability~~consolidated financial statements included elsewhere in this prospectus. (b) Represents losses from foreign exchange associated with parallel market transactions in Venezuela. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Issues Affecting Comparability from Period to ~~expand~~ Period — Venezuela Business.” (c) During 2010, we incurred certain expenses in preparation for our ~~business~~initial public offering. (d) Share-based compensation expense is composed of the fair value of each of our incentive awards under our stock option plans. See Note 15 to our consolidated financial statements included elsewhere in this prospectus. (e) Represents the results of our discontinued operations for the periods presented. See “Management’s Discussion and ~~enter~~Analysis ~~into~~of ~~new~~Financial ~~geographic~~Condition ~~markets~~and Results of Operations—Key Metrics.” (f) Includes non-cash charges related to impairment of certain investments, a loss on sale of subsidiary and a loss on sale of property and equipment. Further, other (income) expenses, net includes earnings and losses attributable to our 50% ownership interest in Brightstar Europe, which we ~~may~~ berecognize ~~unable~~using the equity method of accounting. In 2008, we recognized $4.7 million in losses from Brightstar Europe, including a $2.1 million other than temporary impairment. In 2009 and 2010, we recognized $1.8 million and $2.4 million, respectively, of income from Brightstar Europe. Since 2010, other (income) expenses, net has included rental income and depreciation related to doinvestment soproperties acquired in Venezuela during 2009 and 2010. See Note 13 to our consolidated financial statements included elsewhere in this prospectus.

A substantial majority of our sales is derived from sales of wireless phones. This area of our business operates on a high-volume, lower-margin business model. Our future growth depends, in significant part, on our ability to expand our integrated supply chain and logistics services and to diversify into higher margin products and services. Many of our customers and suppliers perform such functions on their own and may continue to do so in the future. In addition, our growth could be adversely affected by a decline in the wireless telecommunications and data industry generally or regionally, either of which could result in reduction or deferral of purchases by our customers. We cannot assure you that we will be able to expand our integrated supply chain and logistics services to the level necessary to successfully grow our business.

We intend to expand our operations in Brazil and enter into new geographic markets outside of the Americas. We cannot, however, assure you that we will succeed in any such expansion. In order to achieve our desired growth, we will need to manage our operations effectively, expand our services and integrate successfully any new businesses that we acquire into our operations. We cannot assure you that we will increase, or even maintain, our existing distribution business, the number of customers to which we provide such services or our sales. In addition, we cannot assure you that we will increase our penetration of the markets that we are in or successfully enter any new markets. Moreover, we cannot assure you that any other markets that we enter will not negatively impact our margins.

We rely on independent contractors to facilitate the sale of our products to some large customers and the loss of these contractors could adversely affect our business and results of operations.

In addition to our internal sales force, we rely on independent contractors to facilitate the sale of our wireless communications products. These independent contractors have important relationships with some of our largest customers, principally including Radiomovil Dipsa and Telcel, C.A. The agreements that we have with them have only one-year terms. The loss, refusal or failure of these independent contractors to promote our products could materially interfere with our ability to distribute wireless communications products to customers in certain geographic markets and could result in a loss of business from the customers that they serve. Changes in the financial or other condition of these independent contractors or an increase in the commissions payable by us to them could also adversely affect our business, prospects and results of operations.

If we make any acquisitions, we will incur a number of costs, may have integration difficulties and may experience other risks that could harm our business and results of operations; in addition, we would need the prior approval of Motorola and our secured lenders to make any significant acquisitions.

If appropriate opportunities arise, we will seek to acquire businesses or companies and to enter into relationships with, or invest in, third parties that we believe are strategic fits with us. The consummation of any significant acquisition of or investment in a third party is subject to the prior approval of Motorola and our secured lenders. There can be no assurance that Motorola and our secured lenders will provide such approvals. Any failure to obtain such approvals on a timely basis could result in our inability to effect certain acquisitions. We have no present commitment or agreement concerning any material acquisition of or investment in a third party. If we make any acquisitions, we could:

• issue equity securities that have rights, preferences or privileges senior to our common stock and/or dilute our then current stockholders’ ownership; • incur additional (perhaps substantial) debt that imposes restrictions on our operations; and • assume contingent and/or unknown liabilities.

We may not be able to integrate any businesses or companies that we acquire in the future without significant expenditures of operating, financial and management costs, time and resources. In addition, future acquisitions, investments or relationships could negatively impact our financial performance and/or business relationships with our suppliers and customers. Further, recent changes relating to the accounting for business combinations, requiring potential annual impairment charges, could have a negative impact on our results of operations, as could the costs of acquisitions. In making any future acquisitions, investments or relationships, we will rely significantly on the agreements, representations and warranties of the sellers or third parties. Although we may have contractual and other legal remedies for losses that we may incur as a result of breaches of the sellers’ or other third parties’ agreements, representations and warranties, we cannot assure you that our remedies will adequately cover any losses that we incur. We may become subject to unknown, contingent or unexpected liabilities as a result of any acquisitions. Any of these consequences could harm our business and results of operations.


(g)		Represents gain and loss from foreign exchange, but excludes foreign exchange losses associated with parallel market transactions in Venezuela. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Issues Affecting Comparability from Period to Period — Venezuela Business.”

(h)		Represents the net income effect in 2010 related to currency devaluation in Venezuela. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Issues Affecting Comparability from Period to Period — Venezuela Business.”

As part of our business strategy, we have entered, and intend to continue entering into additional relationships, including joint ventures, with wireless communications device manufacturers, wireless network operators and other participants in the wireless communications industry. We may enter into various agreements with some of these entities and provide them with equity or debt financing. Our ability to benefit from these relationships will depend, in large part, on the economic viability and expertise of the entities that we select as our strategic partners and the amount of time and resources that these partners devote to our relationships. We may receive minimal (or no) business from these relationships and joint ventures or at levels significantly lower than we anticipated. The benefits that we receive from these relationships may not offset our losses from, or the investments that we make in, these relationships. We may not achieve favorable returns on our investments in these parties within an acceptable period, if at all.


(4)		“Pro forma” reflects (i) the conversion of shares of our common stock into shares of Class A common stock and shares of Class B common stock and (ii) the conversion of our redeemable convertible preferred stock into shares of Class A common stock upon the consummation of this offering. See “Use of Proceeds” and “Capitalization.”

(5)		“Pro Forma As Adjusted” reflects the adjustments described above in footnote (4) and further reflects the issuance and sale of shares of Class A common stock by us in this offering at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and the application of the net proceeds of the offering, after deducting estimated underwriting discounts and offering expenses payable by us, as set forth under “Use of Proceeds.”

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

Our level of indebtedness could adversely affect or limit our business and operations.

As of June 30, 2004, we had $129.5 million of outstanding indebtedness (excluding factoring arrangements). On the completion of this offering, we will convert the $31.75 million principal amount of our 2008 Convertible Notes into common stock. Our level of indebtedness could have adverse consequences to us, principally including the following:

• if we default on our secured debt, the lenders may foreclose on our assets and/or our subsidiaries’ capital stock, and we might not be able to continue as a going-concern; • if there is an event of default under any of our agreements with Motorola, all of our outstanding obligations under such agreements could accelerate and such agreements may be terminated by Motorola; • if there is an event of default under any of agreements with Motorola, or if any of such agreements are terminated by Motorola, our obligations to the lenders under our secured credit facility could become accelerated; • we may need to use a significant amount of our cash flow for debt service rather than for our operations or expansion; • we may be unable to obtain additional debt or equity financing in the future on acceptable terms, if at all, and, as a result, we could be prevented from taking advantage of significant business opportunities, including acquisitions and joint ventures; • our operations and ability to effect financings are subject to a number of restrictions under our secured credit facility with PNC Bank (and other lenders) and under our open account with Motorola that could prevent or delay actions that we would otherwise take; • we may be limited in our ability to enter into new commercial relationships because we have granted security interests in our U.S. assets to our secured lenders and our foreign subsidiaries’ assets and a majority of their outstanding capital stock to Motorola;

• our vulnerability to adverse economic (including interest rate) and industry conditions could be increased; and • we could be at a competitive disadvantage with competitors having less indebtedness. RISK FACTORS

~~Our~~ Investing ~~borrowing~~in ~~availability under~~ our ~~secured credit~~Class A ~~facility~~common isstock ~~based~~involves ona ~~the~~high degree ~~amounts~~ of ~~our eligible accounts receivable and inventory~~risk. ~~Accordingly,~~You ~~any~~should ~~significant~~carefully ~~decrease in~~consider ~~our~~the ~~eligible accounts receivable or inventory would limit our~~following ~~ability~~ risks ~~to borrow funds necessary to finance our operations~~ and ~~our~~ ~~expansion~~all ~~plans.~~of Wethe ~~are~~other ~~evaluating~~information ~~the~~set ~~feasibility~~forth ofin ~~moving~~this a prospectus ~~part~~before ofdeciding ~~our~~to ~~operations~~invest ~~(including~~in ~~some~~shares of our ~~inventory) from~~ ~~Miami~~ Class A tocommon ~~Brazil~~stock. ~~Such~~If aany ~~move could cause a significant portion~~ of ~~our~~the ~~inventory~~following ~~to be deemed not eligible for purposes of~~risks ~~determining~~ actually occurs, our ~~borrowing availability~~business, ~~which~~financial ~~might~~condition ~~cause~~or usresults toof ~~seek~~ operations towould ~~refinance;~~likely wesuffer. ~~cannot~~In ~~assure~~such ~~you~~case, ~~that~~the wetrading ~~would be able to~~price ~~refinance. The terms~~ of our ~~credit~~Class A ~~facility~~common ~~also~~stock ~~restrict~~could ~~our ability to incur additional indebtedness~~decline, ~~which could limit our ability to expand operations. Our secured credit facility~~ and ~~our~~ ~~open~~you ~~account~~may ~~terms with Motorola restrict our ability to~~lose ~~sell~~ all or ~~purchase~~part ~~assets~~of ~~and~~your ~~make certain payments, including dividends, to repurchase our common stock and to merge with or acquire other entities~~investment.

~~Our outstanding indebtedness and payables~~ ~~are~~ Risks ~~secured~~Related ~~by a large number of our outstanding shares of~~to ~~common~~ Our ~~stock, our assets and the capital stock of our~~Business ~~subsidiaries; a default on our obligations could result in a foreclosure on our outstanding shares and our assets and/or a change in control of our company.~~

~~Our credit facility with PNC Bank and other~~ ~~lenders~~ We isdepend secured by all of our assets in the United States and Puerto Rico. In connection with the open account terms that it provides to us, we have granted to Motorola a security interest in all of the assets of our foreign subsidiaries and a junior security interest in all of our assets in the United States and Puerto Rico and pledged to it a majority of the outstanding capital stock of our foreign subsidiaries. Furthermore, the shares of common stock held by our largest stockholder, representing 94% of our outstanding common stock, or % after giving effect to this offering, have been pledged to Motorola to further secure our obligations under agreements with it. Motorola has agreed to release R. Marcelo Claure’s pledge and personal guarantee of our obligations to Motorola in their entirety on ~~the completion of this offering so long as the gross proceeds from this offering are at least $75.0 million. In addition, Motorola has agreed to release such pledge and guarantee, on~~ a ~~pro~~ limited ~~rata~~number ~~basis, on the completion~~ of ~~this~~manufacturer ~~offering~~customers to ~~the extent~~provide ~~that the gross proceeds from this offering are less than $75.0 million. Further, the shares of Brightstar U.S., Inc. owned by~~ us ~~have been pledged to Motorola in order to further secure our obligations under our agreements~~ with ~~it. If we~~ ~~default~~ competitive onproducts ~~these~~at ~~obligations,~~reasonable ~~our~~prices ~~indebtedness could become immediately due. As a result, our lenders could terminate their credit facilities,~~ and ~~our lenders or creditors foreclose on, and sell the shares~~ of ~~common stock pledged by our largest~~good ~~stockholder, our assets and/or the assets and capital stock of our subsidiaries~~ quality. ~~If any such foreclosure or sales (other than~~ in connection with this offering) resulted in Mr. Claure being deemed not to control our company, some of our material contracts, including our secured credit facility and agreements with Motorola, would be in default and could be terminated, with resultant harm to our business.

We As ~~may~~part ~~have~~of ~~difficulty~~our ~~collecting~~value-added distribution services, we purchase wireless devices and accessories from a limited number of manufacturer customers. During the year ended December 31, 2010, sales of our top three manufacturer customers’ ~~receivables;~~ products weaccounted ~~have~~for ~~some~~38%, ~~receivables~~19% ~~significantly~~and 12% of our revenue. Our top ~~overdue~~ five manufacturer customers are LG, Motorola, Nokia, RIM and Samsung, which together represented 82% of our revenue in 2010. We depend on our manufacturer customers to provide us with adequate inventories of popular brand name products on a timely basis and on favorable pricing and other terms.

We Our ~~currently~~agreements ~~offer,~~with ~~and~~our ~~intend~~manufacturer tocustomers ~~continue~~are togenerally ~~offer~~ non-exclusive, ~~account~~can ~~terms~~be toterminated ~~some~~on ofshort ~~our~~notice ~~customers~~and ~~that~~provide ~~subject us to~~for ~~credit~~ certain ~~risks~~territorial restrictions, ~~particularly~~as ~~when~~is ~~the~~common ~~receivables~~in weour ~~generate are~~industry. ~~from~~ We ~~sales~~generally topurchase aproducts ~~limited~~pursuant ~~number~~to ofpurchase ~~large~~orders placed ~~customers~~from ortime ~~are concentrated~~to time in ~~particular~~the ~~countries.~~ordinary Wecourse ~~may~~of ~~experience~~business. ~~problems~~In ~~if and to~~ the ~~extent~~future, ~~that~~ our ~~business~~manufacturer ~~grows~~customers ~~and~~may wenot ~~extend~~offer us ~~credit~~ competitive inproducts ~~larger~~on ~~amounts~~favorable ~~and/or~~terms. toFrom ~~more~~time ~~customers,~~to ~~particularly~~time we ~~dealers~~ have ~~and~~been ~~agents~~unable ofto ~~some~~obtain ofsufficient ~~our~~product ~~larger~~supplies ~~customers. Due to~~from ~~currency~~ manufacturers ~~controls~~and operators in ~~Venezuela~~many ~~imposed~~markets in ~~January~~which ~~2003, as of June 30, 2004,~~ we ~~had $64~~operate.7 Any ~~million~~future offailure ~~accounts~~or ~~receivable due~~delay ~~from~~by our ~~largest~~manufacturer ~~customer~~customers in ~~Venezuela, of which~~ ~~$32.0 million~~ supplying ~~was~~us ~~more~~with ~~than~~products ~~90 days~~on ~~overdue.~~favorable Ifterms itwould severely ~~appears~~ diminish ~~that~~ our ~~customers~~ability ~~will~~to ~~not~~obtain ~~have~~and ~~access~~deliver products to ~~U.S. dollars~~our ~~for~~ customers anon ~~extended~~a ~~period~~timely ofand ~~time~~competitive inbasis. ~~Venezuela,~~If we ~~may~~lose ~~decide~~any toof ~~limit~~ our orprincipal ~~not~~manufacturers, toif ~~make~~these ~~any~~manufacturers ~~future sales to this customer~~consolidate, ~~which~~ ~~could~~ if ~~significantly~~these ~~reduce~~manufacturers ~~our~~are ~~future~~unable ~~overall~~to ~~net~~fulfill ~~sales.~~our ~~Also,~~product needs we or ~~believe~~if ~~that~~any ~~economic~~principal ~~and~~supplier ~~political~~imposes ~~developments~~substantial ~~in Argentina,~~price ~~Venezuela~~ increases and ~~the~~alternative ~~Dominican~~sources ~~Republic have somewhat increased the risk~~ of ~~collecting~~supply ~~our~~are ~~accounts~~not ~~receivable~~readily inavailable, ~~such~~our ~~countries.~~ business Inwould ~~addition,~~be ~~the~~materially ~~environment~~adversely ~~in which we operate may~~affected. ~~require us to offer competitive~~

Even if our manufacturer customers provide us with wireless devices on a timely basis, our manufacturer customers may not produce the most popular products. For example, certain of our manufacturer customers have suffered significant market share losses in the past several years due to the popularity of other manufacturers’ products. To the extent we do not have access to the most popular products, our business would be adversely affected.

In addition, manufacturers typically provide limited warranties directly to the end consumer or to us. If a line of products we distribute for a manufacturer has quality or performance problems, our ability to provide products to our customers could be disrupted, causing a delay or reduction in our revenue.

We may experience a loss of or reduction in orders from principal customers or a reduction in the prices we are able to charge these customers.

As part of our value-added distribution services, our customers include retailers and operators. For example, in the United States, a large portion of our value-added distribution services is for devices that are used on the Verizon Wireless network. If an operator such as Verizon Wireless decided not to permit us to distribute devices for use on its network, our business would be materially adversely affected. The loss of any of our principal customers, a reduction in the amount of product or services our principal customers order from us or our inability to maintain current terms, including prices, with these or other customers, could harm our results of operations and cash flows. During the year ended December 31, 2010, sales to our top three customers accounted for 38% of our

~~payment~~ consolidated ~~terms~~revenue, inof ~~order~~which toa ~~obtain~~group orof ~~retain~~companies affiliated ~~customer~~ with ~~contracts.~~America InMovil ~~some~~in ~~circumstances,~~the ~~such~~aggregate ~~financings~~accounted ~~could be~~for ~~large~~23% ~~and involve risks~~ of ~~non-payment. As a result, we may~~our ~~suffer~~ consolidated ~~losses related to bad debt~~revenue.

~~The~~ Although ~~collection~~we have entered into contracts with certain of our largest ~~accounts~~customers, ~~receivable~~we ~~and~~previously ~~our~~have experienced losses of ~~ability~~ business towith ~~accelerate~~certain ~~our~~of ~~collection~~these ~~cycle~~customers through ~~sales~~expiration or cancellation of our ~~accounts~~ ~~receivable~~contracts ~~are~~with ~~affected~~them. byFor ~~several factors~~example, ~~including~~between ~~our~~ 2008 ~~credit~~and ~~granting policies~~2009, ~~contractual~~we ~~restrictions,~~lost ~~our~~value-added ~~and~~distribution business with an ~~our~~ operator ~~customers’~~in ~~creditworthiness,~~Latin ~~industry~~America ~~and~~that ~~economic~~represented $340.3 million ~~conditions~~ of ~~and~~annual ~~our~~sales. There can be no assurance that any of our customers’ ~~financial~~will ~~condition.~~continue ~~Adverse~~to purchase products or services from us ~~changes~~ or that their purchases will be at the same or greater levels than in ~~any~~prior periods. Many of ~~these~~our ~~factors,~~customers ~~many~~in ofthe ~~which~~markets we serve ~~cannot~~have experienced severe price competition and, for this ~~control~~ and other reasons, ~~could~~may ~~create~~seek ~~delays~~to inobtain ~~collecting~~products or anservices ~~inability to~~from ~~collect~~ us ~~our~~at ~~accounts~~lower ~~receivable~~prices than we have historically charged.

We Our ~~depend~~business depends on ~~third~~the ~~parties~~continued totendency ~~manufacture the~~of ~~products~~manufacturers, ~~that~~operators, retailers weand ~~distribute~~enterprises ~~and~~to ~~rely~~outsource onaspects of their ~~quality~~business ~~control~~ to ~~procedures~~us in the future.

We ~~depend~~provide oncertain ~~third~~outsourced ~~parties~~functions tosuch ~~manufacture~~as ~~the~~inventory ~~wireless~~ management, ~~phones~~fulfillment, customized packaging, prepaid and e-commerce solutions, ~~accessories~~activation ~~that~~management, weassembly, ~~distribute.~~distribution ~~Accordingly~~and other services for many manufacturers, operators, retailers and we enterprises. ~~rely~~Certain onparticipants in the ~~quality~~wireless ~~control~~ecosystem ~~procedures~~have elected, ofand others may elect, to undertake these ~~third~~services ~~parties~~ internally. Additionally, ~~which~~our ~~has~~customer ~~the~~service ~~risk~~levels, toindustry consolidation, uscompetition, ofderegulation, ~~supplier~~technological ~~failure and~~changes ~~customer~~ or ~~dissatisfaction~~other ~~with~~developments could reduce the ~~quality~~degree orto ~~performance~~which members of the ~~products~~ ~~that~~global ~~they~~wireless ~~produce.~~device ~~Quality~~industry orrely ~~performance~~on ~~problems~~outsourced ~~involving~~ services ~~our~~such ~~third-party~~as ~~manufacturers~~the orservices ~~adverse~~that ~~changes~~we ~~in their~~provide. ~~financial~~Any orsignificant change ~~other~~in ~~condition~~the ~~could~~market ~~disrupt~~for our ~~ability~~outsourced ~~to supply~~services ~~products~~could toharm our ~~customers~~ business. AsAlthough aour ~~general~~outsourced ~~matter,~~services weare dogenerally provided ~~not~~under multi-year renewable contractual arrangements, ~~separately~~ these ~~provide~~contracts ~~warranties~~can be terminated for ~~the~~a ~~wireless~~variety ~~communications~~of reasons or ~~products~~ expire ~~that~~without werenewal. ~~distribute,~~See ~~but~~“Business — weSuppliers and ~~pass~~Customers”. onAlthough towe ~~our~~will ~~customers~~actively pursue the ~~manufacturers’~~ renegotiation, ~~product~~extension ~~warranties.~~or ~~These~~replacement ~~warranties~~of ~~permit~~our contracts, there ~~the~~ can ~~return~~be ofno ~~defective~~assurance ~~products,~~that ~~including~~we ~~those~~will ~~returned~~be able to ~~us by~~extend or replace our ~~customers.~~contracts Aswhen athey ~~result,~~may webe ~~depend~~terminated onor may expire without renewal or that the ~~quality~~terms of ~~the products~~any ~~provided~~renegotiated tocontracts uswill bybe as favorable as our ~~suppliers~~existing ~~and~~contracts. ~~the~~If ~~extent~~we ~~and~~are unable to ~~reliability~~ renew, ofextend ~~their~~or ~~warranties~~replace ~~for~~these ~~our~~contracts, ~~customers’~~or if we renew them on ~~satisfaction.~~ less Wefavorable ~~cannot~~terms, ~~assure~~our ~~you~~business ~~that:~~could be adversely impacted.

• Our ~~our~~business could ~~supplier~~be ~~relationships~~harmed ~~will~~by ~~continue~~fluctuations ~~as presently~~ in ~~effect;~~regional •demand ~~our~~patterns ~~suppliers’ quality control procedures~~ and economic product warranties will be adequate; • our suppliers will reimburse us for manufacturer warranties that we pass on to our customers; • our suppliers will be able to obtain the components necessary to produce high-quality, technologically advanced products for us; or • we will be able to obtain adequate alternatives to our supply sources if they were interruptedfactors.

We The ~~perform~~demand ~~semi-knock~~for ~~down~~our ~~assembly,~~products and services has fluctuated and may continue to vary substantially within the regions served by us. Economic slowdowns in regions served by us or changes in ~~SKD,~~ consumer ~~services~~demand could result in lower than anticipated demand for ~~one~~the products and services that we offer and lead to higher levels of inventory in our ~~suppliers;~~distribution channels and could decrease our ~~performance~~profitability. ofIn ~~SKD~~addition, consumer demand could ~~services~~ fluctuate isas ~~not~~a ~~part~~result of ~~our~~changes ~~core~~in ~~business~~foreign ~~which~~currency ~~may~~rates against ~~cause~~the usU.S. dollar. toA prolonged economic slowdown in be any ~~subject~~region toin ~~certain~~which ~~risks~~we have significant operations could negatively impact our business. For example, in 2009, demand for wireless devices decreased, which negatively impacted our revenue.

~~In Mexico, we perform SKD services for Sagem, one~~ of An ~~our suppliers. Such services involve the purchase of wireless~~economic ~~product~~ downturn ~~components,~~could ~~the~~negatively ~~assembly~~impact of such components in accordance with Sagem’s specifications and the distribution of such products. We are building a manufacturing plant in Argentina and, during the second half of 2004, we intend to expand our ~~SKD services into Argentina on behalf of Sagem~~business. We ~~also intend to perform similar services for other suppliers in the future as opportunities to do so arise.~~

Our ~~performance of SKD services is not part of our core~~ business ~~which~~was ~~may~~negatively ~~cause~~impacted usby ~~to be subject to certain risks. Specifically, we are subject to~~ the ~~risk~~global ~~of customer~~economic ~~dissatisfaction~~ downturn ~~with the quality and performance of the products~~ that webegan ~~generate~~ in ~~the~~late ~~performance of our SKD services. Further~~2007, inand ~~order~~would tobe ~~perform~~harmed ~~our~~by ~~SKD services, we purchase~~any ~~components~~ future ~~from~~global aor ~~limited~~regional ~~number~~economic ~~of wireless communications device manufacturers~~downturn. ~~Any~~An ~~failure or delay by these~~economic ~~manufacturers~~ downturn togenerally ~~supply~~has usnegative ~~with~~implications ~~components, or to provide these components~~ on ~~favorable terms, could significantly impair~~ our ~~ability~~ ~~to obtain and deliver products to Sagem or other suppliers on a timely and competitive basis. In addition~~business, ~~we may~~ ~~experience operating inefficiencies~~ which ~~could~~may ~~result~~exacerbate inmany ~~a reduction~~of in the ~~gross~~risks ~~margins~~associated ~~that~~with our business, ~~generates. By providing SKD services~~including, webut ~~are~~not ~~entitled~~limited to, ~~certain~~the ~~tax benefits~~following: ~~in Argentina and Mexico. We cannot assure you that we will remain entitled to receive such tax benefits.~~

Liquidity. Economic downturns and credit crises could reduce access to capital and liquidity and this could have a negative impact on financial institutions and the financial system, which would, in turn, have a negative impact on us and our creditors. Reduced liquidity could cause credit insurers to decrease coverage on our customers and increase premiums, deductibles and co-insurance levels on our remaining or prospective coverage. Our manufacturer customers could tighten trade credit (in

~~Our~~ certain ~~sales~~cases, ~~and~~as ~~operating~~a ~~results~~result of our inability to obtain credit insurance), which could negatively impact our liquidity. We may ~~fluctuate~~ not ~~significantly~~be onable ato ~~quarterly~~borrow ~~basis~~additional asfunds aunder ~~result~~our ofexisting credit ~~several~~ agreements ~~factors~~if lenders become insolvent or their liquidity is limited or impaired.

~~Our~~ Prices ~~operations~~and ~~are~~Demand. Economic ~~influenced~~downturns may byreduce ademand ~~number~~for ~~of factors,~~wireless ~~both~~devices ~~general~~ and ~~specific~~would tonegatively impact the ~~different~~demand ~~countries~~for our services. The recent economic downturn resulted in severe job losses and ~~markets~~lower inconsumer ~~which~~confidence, weand as ~~operate~~a result, ~~which~~in ~~may~~2009, ~~cause~~worldwide ~~our~~wireless ~~sales~~handset ~~and~~unit shipments ~~operating~~ declined ~~results~~by to1%. ~~fluctuate~~In ~~significantly~~addition, oncertain amarkets ~~quarterly~~could experience ~~basis.~~ deflation, ~~These~~which ~~factors~~negatively ~~principally~~impacts ~~include:~~our average selling price and revenue and can lead to inventory obsolescence.

• Counterparty ~~the~~Risk. In ~~purchasing~~an ~~patterns~~economic downturn, ofour manufacturers, customers ~~in different geographic markets; • the timing of introductions of new products~~ and ~~services~~their ~~by our wireless communications device~~ suppliers (e.g., ~~and~~component ~~competitors;~~manufacturers) •may ~~any~~become ~~promotions~~insolvent, ~~and~~file ~~purchase~~for bankruptcy ~~subsidies by wireless network operators; • any rebates~~ or ~~price~~go ~~reductions~~out ~~by wireless communications device manufacturers; • the timing~~ of ~~local~~business, ~~holidays~~which ~~and~~could ~~other~~negatively ~~events~~impact our ~~affecting~~business. ~~consumer~~A ~~demand;~~perception •of ~~any~~counterparty ~~increases~~risk inmay ~~year-end~~also negatively ~~product~~impact ~~purchases by~~ our ~~customers~~ability ~~for~~to ~~tax-planning~~secure ~~reasons;~~contracts •with ~~our product~~ existing and ~~service~~new ~~mix and the associated margins; • general and regional economic, monetary and political conditions; and • the availability and pricing of our products and services~~customers.

We ~~believe~~experienced ~~that~~these ~~consumer~~negative ~~electronics~~effects ~~and~~on ~~retail sales historically have been higher during~~ the ~~second~~demand ~~half~~for ofour ~~the~~ services ~~calendar year, particularly during the fourth quarter~~ and ~~in Latin~~on ~~America.~~our ~~This~~revenue ~~fact has historically contributed to an increase in net sales~~ during ~~the~~2008 ~~third~~ and, ~~most~~particularly ~~significantly,~~in ~~the fourth quarters of our fiscal years~~ 2009. ~~Additionally,~~These ~~if unanticipated~~negative ~~events~~effects ~~occur,~~or ~~including~~the ~~delays~~negative ineffects ~~obtaining adequate inventories~~ of ~~competitive products during peak sales~~any ~~periods~~ future oreconomic ~~significant~~downturn ~~decreases~~may inadversely ~~sales~~affect ~~during these periods,~~ our ~~quarterly sales and operating results could fluctuate significantly~~business.

We may ~~suffer~~have difficulty ~~from~~collecting ~~theft~~our ~~of inventory~~accounts receivable.

We ~~store~~currently ~~significant~~offer ~~quantities of inventory at warehouses in the United States~~ and inwill ~~Latin~~continue ~~America.~~to Inoffer ~~the past,~~open weaccount ~~have experienced inventory theft at, or in transit to~~terms or to ~~from,~~ certain of ~~these~~our ~~facilities~~customers, ~~including~~which ~~those in Chicago, Miami and Mexico. In the future, we~~ may be subject ~~to significant~~us ~~inventory losses due~~ to ~~theft~~credit risks, particularly in ~~some of~~ the ~~foreign~~event ~~countries~~that inany ~~which~~receivables ~~we operate. Any losses of~~represent ~~inventory~~ sales ~~could~~to ~~exceed~~a ~~the~~limited ~~limits~~number of, customers or beare ~~subject~~concentrated ~~to an~~in ~~exclusion~~ particular ~~from,~~geographic ~~coverage~~markets. ~~under~~The ~~our~~collection ~~insurance~~of ~~policies.~~our Inaccounts ~~addition,~~ receivable ~~any~~and ~~claims~~our ~~made~~ability byto usaccelerate ~~under~~ our ~~insurance~~collection ~~policies~~cycle ~~could~~ through ~~result~~the insale ~~significant~~of ~~increases~~accounts inreceivable ~~the~~is ~~insurance~~affected ~~premiums~~by several ~~payable~~ factors, byincluding, ~~us.~~but not limited to:

We• ~~may~~our ~~become~~credit ~~subject~~granting topolicies; ~~lawsuits~~• ~~alleging (1) health~~contractual ~~problems~~provisions; ~~resulting~~• ~~from~~geographic ~~use~~exposure; of• ~~the~~our ~~wireless phones~~customers’ orand ~~other~~our ~~products~~overall ~~that~~credit werating ~~distribute~~as ordetermined ~~contract manufacture~~by orvarious ~~(2) product~~credit ~~warranty~~rating agencies; • industry and economic conditions; • the ability of our customers to provide security, collateral or ~~liability~~guarantees ~~claims that~~relative ~~could~~to ~~adversely~~credit ~~affect~~granted by us; • our ~~business~~customers’ ~~and~~recent operating results, ~~of operations~~financial position and cash flows; and • in certain cases, our ability to obtain credit insurance on amounts that we are owed.

~~Litigation~~ Adverse ~~has~~changes ~~been~~in ~~instituted~~any ~~and claims made against manufacturers and resellers~~ of ~~wireless~~these ~~phones over the past years alleging various medical risks and problems~~factors, ~~including~~ ~~cancer,~~certain ~~associated with the use~~ of ~~wireless~~which ~~phones. A~~are ~~substantial~~ not ~~portion~~within of our ~~revenues~~control, iscould ~~derived~~create ~~indirectly~~delays ~~from sales~~in ofcollecting ~~wireless phones. We may become subject to lawsuits alleging various health problems resulting from the use of the products that we distribute~~ or ~~make. If any future studies find~~an ~~health~~ inability ~~problems~~to ~~associated~~collect ~~with~~our ~~the~~accounts ~~use of wireless phones~~receivable, ~~or if~~which ~~any~~in ~~damage claims against us are successful, it~~ turn could ~~have~~impair ~~a material~~our ~~adverse~~cash ~~effect~~flows onand our ~~business,~~financial ~~prospects~~position and ~~financial~~cause ~~condition.~~ a ~~Even~~reduction anin ~~unsubstantiated perception that such health problems exist could adversely affect~~ our ~~customers’ ability~~results toof ~~market wireless phones~~operations.

~~Although historically we have not had significant~~ ~~product~~ We ~~liability~~rely oron ~~warranty claims, we cannot assure you that~~our we manufacturer ~~will~~customers ~~not~~to ~~have~~provide ~~any~~trade incredit ~~the~~terms ~~future or that our insurers will~~to ~~cover,~~ adequately orfund our ~~suppliers~~ongoing ~~will~~operations ~~indemnify, us for liabilities that we may incur. As a distributor of products, we are subject to product liability~~ and ~~warranty claims. Any losses arising from~~ product ~~liability or warranty claims could exceed the limits of,~~ ~~or be subject to an exclusion from, coverage under our insurance policies~~ purchases. ~~In addition, any claims~~

Our business is dependent on our ability to obtain adequate supplies of popular products on favorable terms, including payment terms. Our ability to fund our product purchases is dependent on our principal manufacturer customers providing favorable payment terms that allow us to maximize the efficiency of our use of capital. The payment terms we receive from our suppliers are dependent on several factors, including, but not limited to:


	•	our payment history with the manufacturer;

	•	the manufacturer’s credit granting policies and contractual provisions;

~~made~~• ~~by us under~~ our ~~insurance~~overall ~~policies~~credit ~~could result~~rating inas ~~significant~~determined ~~increases in the insurance premiums payable~~ by ~~us.~~various ~~Additionally,~~credit werating ~~manufacture,~~agencies; ~~through~~• ~~third-party manufacturers,~~industry and ~~sell~~economic ~~fixed~~conditions; ~~wireless~~• ~~communications products. In Mexico, we perform SKD services for Sagem, one of~~ our ~~suppliers.~~ ~~Such~~recent ~~services~~operating ~~involve the purchase of wireless product components~~results, ~~the~~financial ~~assembly~~position ~~of such components in accordance with Sagem’s specifications~~ and ~~the~~cash ~~distribution of~~flows; ~~such products. We are building an assembly plant in Argentina~~ and ~~intend,~~• ~~during~~ the ~~second~~manufacturer’s ~~half~~ability ~~of 2004,~~ to ~~expand~~obtain ~~our~~credit ~~SKD services~~insurance ~~into Argentina~~ on ~~behalf~~certain ofamounts ~~Sagem.~~that ~~We also intend to perform similar services for other suppliers in the future as opportunities to do so arise. Accordingly,~~ we ~~may~~owe ~~be subject to product liability and warranty claims from the use of our fixed wireless communications products and the wireless communications products on which we perform SKD services~~them. ~~Any substantial liabilities resulting from such claims could have a material adverse effect on our business and results of operations.~~

~~Fluctuations~~ Adverse changes in ~~foreign~~any ~~currencies~~of ~~could have~~these afactors, ~~material~~some ~~adverse~~of ~~effect~~which onare not within our ~~financial condition~~control, ~~cash flows~~could ~~and~~harm ~~results~~our of operations and limit our growth.

~~While we generally transact our business in U.S.~~ ~~dollars,~~ We ~~some~~operate ~~of our transactions are denominated in other~~a ~~currencies.~~ global ~~Fluctuations~~business inthat ~~currency~~exposes ~~exchange rates could reduce the demand for products, including ours, sold in U.S. dollars and/or increase the amounts to be paid by~~ us to ~~foreign suppliers.~~risks ~~Additionally,~~associated ~~we incur employee and other costs in foreign currencies. As a result, our costs will fluctuate along~~ with ~~the currencies and general economic conditions in the Latin~~ ~~American~~ international ~~countries in which we do business, which could harm our operating results~~activities. ~~In countries in which we are required to pay~~ suppliers in local currency, we may from time to time purchase forward contracts to hedge transactional currency risk. Our management, however, has limited experience in these types of transactions and we have incurred losses in some of such transactions. Moreover, hedging, even if done well, may not effectively limit our exposure to a decline in operating results due to foreign currency fluctuations. Fluctuations in foreign currencies could have an adverse effect on our financial condition, cash flows and results of operations.

We ~~may~~maintain ~~need~~significant tooperations ~~make~~centers ~~significant~~and ~~investments~~ sales offices in territories ~~information~~and ~~technology~~countries inoutside ~~order~~of tothe ~~grow~~United States. As of December 31, 2009 and 2010, 81% and 66%, respectively, of our ~~business;~~accounts receivable were from ~~interruptions~~ non-U.S. customers. In inparticular, ~~the~~as ~~functioning~~of December 31, 2009 and 2010, 73% and 57%, respectively, of our ~~information~~accounts ~~technology~~receivable were from Latin ~~systems~~ America. ~~could~~The ~~significantly~~fact ~~disrupt~~that our business. operations are conducted in many countries exposes us to several additional risks, including, but not limited to:

In• ~~order~~difficulty toconverting ~~remain~~currency ~~competitive~~ and todelays ~~meet~~in ~~our customers’~~repatriating ~~technical~~profits and ~~performance~~investments; ~~requirements,~~• wepotentially ~~rely on~~significant ~~effective~~increases ~~information~~in ~~technology~~wireless ~~systems.~~device Asprices; we• ~~have~~increased ~~grown, we~~credit ~~have become increasingly dependent on the collection and use of our sales~~risks, ~~inventory~~customs ~~and other data. Any substantial interruption in the functioning of our information technology systems could result in the loss of data and significantly disrupt our business. Accordingly~~duties, weimport ~~may~~quotas ~~need to implement new~~ and ~~additional~~other ~~systems.~~trade Werestrictions; ~~are~~• inpotentially ~~the~~greater ~~process~~inflationary ofpressures; ~~implementing Microsoft’s~~• ~~Solomon~~shipping ~~software,~~delays; ~~which~~• isdevaluation ~~an enterprise resource planning system. We expect to effect this integration by the second quarter~~ of ~~2005.~~foreign Incurrencies; ~~connection~~• ~~with~~possible ~~the implementation~~nationalization of ~~this, or any future, technology, we could incur significant costs and may experience delays or harmful business interruptions, which could cause us not to meet the performance levels required by~~ our customers ~~and result~~ in ~~a disruption~~certain ofmarkets; ~~our business. We anticipate that we will need to make significant investments in order to enhance our information systems~~ and ~~develop~~• ~~additional~~possible ~~logistics~~wireless ~~services~~device insupply ~~the future~~interruption. Our insurance may not adequately cover us for any losses that we incur if we lose data or the use of our equipment or systems, either temporarily or permanently, and, as a result, lose business. In addition, a significant increase in the costs of additional technology that are not recoverable through increases in the prices that we charge could have an adverse effect on our financial condition and results of operations.

~~Compliance~~ As a result, our operating results and financial condition could be significantly affected by these risks and other risks associated with ~~new~~international activities, including environmental and ~~changing~~trade ~~corporate~~protection laws, policies and measures; ~~governance~~ tariffs; export license requirements; enforcement of the Foreign Corrupt Practices Act or similar laws of other jurisdictions on our business activities outside the United States; other regulatory requirements; economic and labor conditions; political or social unrest; economic instability or natural disasters in a specific country or region, ~~regulations~~such as hurricanes, earthquakes and ~~disclosure~~tsunamis; ~~rules~~health ~~will~~or besimilar issues; tax laws in ~~costly~~ various jurisdictions around the world; and difficulties in staffing and managing international operations. In particular, we are in and may in the future enter into certain developing markets where the legal systems and infrastructures are not fully developed. We have in the past entered into certain local markets at significant cost only to subsequently withdraw from such markets because our performance did not achieve the level that we had anticipated. In the past, as a result of ineffective internal controls, some of our subsidiaries made disbursements to vendors that lacked adequate documentation. While we are not aware of any Foreign Corrupt Practices Act or similar violations, we cannot be certain that we have not or will not violate such laws.

~~Our~~ Although ~~compliance~~we ~~with~~generally ~~new~~negotiate ~~and~~our ~~changing~~agreements ~~laws~~with customers in U.S. dollars, local legal restrictions may necessitate that ~~regulations~~ our ~~and~~agreements ~~standards~~be ~~relating~~denominated toin ~~corporate~~foreign ~~governance~~currencies. ~~and~~Where so ~~disclosure~~ required, ~~for~~we ~~public~~are ~~companies,~~exposed ~~principally~~to ~~including~~market ~~the Sarbanes-Oxley~~risk ~~Act~~primarily ofrelated ~~2002~~to foreign currencies and ~~changes~~interest torates. ~~the~~In ~~Nasdaq~~particular, ~~Stock~~we are ~~Market~~ exposed ~~Marketplace~~to ~~rules~~changes, ~~will~~over ~~require~~which uswe tohave ~~incur~~no ~~significant~~control, in the value ~~costs~~ of ~~and~~the ~~expend~~U.S. dollar ~~significant~~versus ~~worktime~~the ~~and~~local ~~resources.~~currency ~~For example,~~in wewhich the products are ~~seeking~~sold toand ~~increase~~goods ~~the~~and ~~number~~services ofare ~~independent~~purchased, ~~members~~ including ondevaluation ~~our~~and ~~board~~revaluation of ~~directors~~local currencies. We manage our exposure to ~~ensure~~fluctuations ~~compliance~~in ~~with~~the ~~such regulations~~value of currencies and ~~are~~interest ~~also~~rates inusing ~~the~~a ~~process~~variety of ~~designing~~financial ~~internal~~instruments. ~~control~~ Although ~~methods,~~we ~~which~~believe ~~could~~that ~~prove~~our ~~quite~~exposures ~~costly.~~are Weappropriately diversified ~~expect~~across tocounterparties and that these counterparties ~~expend~~

~~significant~~ are ~~resources~~creditworthy infinancial ~~order~~institutions toand ~~comply~~although ~~with~~we monitor ~~these~~ the ~~and~~creditworthiness ~~other~~of ~~changing~~our ~~laws~~counterparties, ~~regulations~~we ~~and~~are ~~standards,~~exposed ~~which~~to ~~could~~ credit ~~result~~loss in ~~increased~~the ~~general~~event ~~and~~of ~~administrative~~non-performance ~~expenses~~by our ~~and~~ counterparties ain ~~diversion~~relation ofto ~~our~~foreign ~~management~~exchange ~~time~~contracts and ~~attention from~~we ~~revenue-generating~~ may ~~activities.~~not ~~Also,~~be weable ~~may~~to ~~have~~adequately ~~difficulty~~mitigate inall foreign currency ~~identifying~~ related ~~and~~risks. ~~complying~~In ~~with~~addition, ~~some~~we ofmay ~~these~~not ~~new~~execute ~~legal~~our hedging ~~requirements,~~ strategy successfully which ~~have~~may ~~few~~lead ~~judicial~~to ~~decisions~~future ~~interpreting~~foreign exchange ~~them~~ losses.

~~Our~~ We ~~business~~conduct ~~could be adversely affected by~~a ~~shortages~~ substantial inamount ~~qualified~~of ~~employees~~business in ~~the regions where we operate~~Venezuela.

~~Our~~ In ~~distribution~~the ~~and~~years ~~integrated~~ended ~~supply~~December 31, ~~chain~~2008, 2009 and ~~logistics~~ ~~services~~2010, ~~are~~we generated ~~labor~~$654.8 million, ~~intensive~~$527.6 million ~~Our business could be~~and ~~adversely~~ $486.6 million ~~affected~~of byour ~~shortages~~sales into ~~qualified~~customers ~~employees~~ in ~~the~~Venezuela, ~~geographic~~ respectively. ~~regions~~In ~~where~~addition, weas ~~operate.~~of ADecember 31, ~~considerable~~2009 ~~portion of~~and ~~our~~ December 31, ~~direct~~2010, ~~costs~~we ~~consist~~had ofaccounts ~~wages~~receivable relating to customers ~~hourly~~in ~~workers~~Venezuela ~~and~~totaling a$254.9 million and ~~significant~~ $129.4 million, ~~portion~~respectively. ofIn ~~our~~recent ~~labor~~years ~~force~~Venezuela ishas experienced ~~contracted~~political ~~through temporary~~challenges, ~~agencies~~difficult ineconomic ~~the~~conditions, relatively ~~United~~high ~~States~~levels of inflation and ~~third-party~~foreign exchange and ~~providers~~ price incontrols. ~~the~~The ~~foreign~~president ~~markets~~of inVenezuela ~~which~~has wethe ~~operate.~~authority ~~While~~to ~~historically~~ legislate wecertain ~~have~~areas ~~not~~by ~~experienced~~decree, ~~significant~~and ~~workforce~~the government has ~~turnover,~~ nationalized weor ~~cannot~~announced ~~assure~~plans ~~you~~to ~~that~~nationalize itcertain industries ~~will~~and ~~not~~to ~~occur.~~expropriate Ifcertain ~~our labor~~companies ~~turnover~~and ~~rate~~property. These ~~does~~factors, ~~increase~~however, wenone ~~may~~of ~~need~~which toare ~~increase~~within our control, ~~recruiting~~ could ~~and~~affect ~~training~~our ~~efforts~~ability ~~and~~to ~~expenditures;~~conduct asbusiness ain ~~result~~Venezuela, collect our ~~operating~~receivables ~~efficiencies~~or ~~and~~repatriate ~~business~~funds ~~could~~and bemay ~~adversely~~have a ~~affected~~ negative impact on our business.

~~The~~ In ~~growth~~2003, inVenezuela ~~our~~imposed ~~business,~~currency ~~together~~controls and created the Commission of Administration of Foreign Currency (“CADIVI”) with the task of establishing detailed ~~seasonal~~ rules ~~increases~~and inregulations ~~our~~and ~~sales~~generally administering the exchange control regime. These controls fix the exchange rate between the Bolivar and the U.S. dollar and restrict the exchange of Bolivars for U.S. dollars and vice versa. As a result, ~~have~~our customers in Venezuela were required usto obtain CADIVI approval prior to ~~recruit~~the acquisition and importation of the goods that we ~~train~~ help ~~personnel~~distribute atfor anthem ~~increased~~and ~~rate~~CADIVI ~~from~~authorization ~~time~~for the release of U.S. dollars for payment to ~~time~~us. WeForeign ~~may~~currency ~~not~~ payments befor ~~able~~invoices topaid ~~continue~~through the CADIVI process are typically received between 90 to ~~hire~~240 days from the invoice date; however, ~~train~~in ~~and~~some ~~retain~~cases, athe ~~significant~~process has taken longer. ~~number~~ CADIVI ofhas ~~qualified~~recently ~~individuals~~pronounced ~~when~~that ~~needed~~certain commodities will have priority to foreign currencies, ifwhich atresulted ~~all.~~in temporary ~~Increases~~ delays to our customers in ~~employee~~obtaining ~~wages~~CADIVI ~~and~~approval ~~benefits~~as ~~and~~the CADIVI ~~employment~~announcement ~~taxes~~was unclear. CADIVI clarified that the telecommunications industry would have priority, which relieved the delays. Any delays in receiving CADIVI approval and~~/or~~ ~~labor~~payment from ~~problems~~our Venezuela customers could have an adverse effect on our business ~~and results of operations~~.

We As ~~are~~of ~~subject~~July 1, 2009, we determined that Venezuela’s economy met the definition of highly inflationary and changed the functional currency of our Venezuelan subsidiary to our reporting currency (U.S. dollars). As a ~~number~~consequence of ~~potentially~~this ~~costly~~ change ~~requirements~~in ~~governing~~functional ~~our~~currency, ~~operations~~the effect of all Venezuelan currency fluctuations are classified as foreign exchange gains and losses and included in the determination of earnings, beginning ~~including~~July 1, 2009. On January 8, 2010, the ~~regulatory~~ Venezuelan government announced its intention to devalue its currency and ~~contractual~~move ~~requirements~~to ~~related~~a two-tier exchange structure, effective January 11, 2010: a 2.30 BsF rate to ~~our~~the USD for transactions deemed priorities by the government and a 4.60 BsF rate to the USD for other transactions. The latter rate is applicable to our operations; ~~some~~in Venezuela. In May 2010, the Venezuelan government enacted reforms to its exchange regulations to close the parallel market. In early June 2010, the Venezuelan government introduced additional regulations under a newly regulated system (the Sistema de Transacciones con Titulos en Moneda Extranjera, or “SITME”), which is controlled by the Central Bank of ~~our~~Venezuela (“BCV”). ~~prior~~The ~~export~~SITME ~~documentation~~imposes volume restrictions on an entity’s trading activity. Foreign exchange transactions occurring after SITME began in June 2010 and which are not conducted through CADIVI or SITME may ~~have~~not comply with the ~~contained~~ amended ~~errors~~exchange regulations. As a result, we curtailed our parallel market activity in ~~violation~~the first half of U2010 and no longer conduct transactions through a parallel market in Venezuela.S In December 2010, the Venezuelan government announced a currency devaluation, effective January 2011, wherein the Bolivar would have one set government rate. ~~Census~~For ~~Bureau~~the ~~regulations~~years ended December 31, 2009 and ~~federal~~2010, ~~law~~we incurred a foreign exchange loss of $85.6 million and $22.2 million, respectively, due to foreign currency transactions we executed in the parallel market in Venezuela, primarily in the second and third quarters of 2009. See “Management’s Discussion and Analysis of

We are subject to a number of legal and contractual requirements governing our operations, including varied and complex regulations relating to our operations, such as customs, import/export, tax and employment matters, tariffs and trade barriers. In addition, we are subject to a labor agreement for certain of our employees in Mexico and to individual employee agreements. These legal and contractual requirements address a number of issues affecting our employees, including hiring, work time, working conditions, wages and benefits, anti-discrimination and termination of employment. The significant costs of complying, and the liabilities for any non-compliance, with these requirements could adversely affect our results of operations and financial condition.

In July 2004, we discovered that some of our employees erroneously completed and filed certain export documentation with the U.S. government concerning some product exports that we made on behalf of one of our customers. Following our discovery of these errors, we engaged counsel to conduct an inquiry of our export documentation practices. While such counsel concluded that there were no pervasive irregularities in our practices, we have initiated procedures to address our prior export documentation errors. Moreover, our erroneous filings may constitute violations of U.S. Census Bureau regulations and federal law. While we do not believe that any such violations will have a material adverse effect on our operations or financial condition, we may be subject to fines and other penalties. Also, despite our efforts to monitor compliance, violations of such regulations and laws may occur in the future.

Two of our executive officers are minority owners of our subsidiaries and potential conflicts of interest exist that could result in decreased net income to us and lost business opportunities; there are other potential conflicts of interest.

Our Chief Operating Officer, Denise Gibson, is a minority owner of Brightstar U.S., Inc., our U.S. subsidiary, and, under her employment agreement, is also entitled to receive 3% of the annual net income of Brightstar U.S., Inc. The net income of Brightstar U.S., Inc. in 2003 was $1.3 million. As a result of her ownership interest in Brightstar U.S., Inc., her employment agreement and her position with us, there is the potential for a conflict of interest between Ms. Gibson’s interests and ours. For example, there are the risks that potential business opportunities could be diverted away from us and towards Brightstar U.S.,

~~Inc.~~ Financial inCondition ~~order~~and toResults ~~increase~~of ~~its net income, thus resulting in increased compensation to Ms.~~Operations ~~Gibson. This~~— ~~potential~~ Significant ~~conflict~~Issues ofAffecting ~~interest~~Comparability ~~could~~from ~~result~~Period ~~in decreased net~~to ~~income~~ Period — toVenezuela ~~us and lost business opportunities~~Business.”

~~Jaime Narea, the President and owner of a 49%~~ ~~membership~~ Our ~~interest in Narbitec, LLC, one of our subsidiaries,~~operating is results ~~also~~vary ~~entitled~~frequently ~~to an annual bonus equal to 3% of Narbitec’s pre-tax earnings. As a result of his ownership interest in Narbitec~~ and ~~his~~significantly position with Narbitec, there is the possibility of a conflict of interest between Mr. Narea’s interests and ours. For example, there are the risks that potential business opportunities could be diverted away from us and towards Narbitec in ~~order~~response to ~~increase~~ ~~its~~ seasonal ~~net~~purchasing ~~income,~~pattern ~~thus resulting in increased compensation to Mr~~fluctuations. Narea. This potential conflict of interest could result in decreased net income to us and lost business opportunities. Also, the general managers, regional directors and other key personnel at our subsidiaries are entitled, in the aggregate, to bonuses of up to 3% of the annual net income of the respective subsidiaries that they manage. As a result, there is the potential for conflicts of interest between such persons’ interests and ours.

We Our operating results may be ~~unable~~influenced toby ~~obtain~~a number of seasonal factors in the different countries and ~~maintain~~markets in which we ~~adequate~~ operate. ~~insurance~~These atfactors ~~reasonable~~may ~~costs~~cause our revenue and operating results to fluctuate on a quarterly basis. These fluctuations are a result of several factors, including, but not limited to:

It• ~~has~~promotions ~~become~~and ~~increasingly~~subsidies ~~difficult~~by tooperators; ~~obtain adequate~~• ~~insurance~~rebates ~~coverage~~or atprice ~~reasonable~~reductions ~~costs~~offered ~~due~~by tomanufacturer ~~the concerns~~customers; of• ~~many~~the ~~insurers~~timing ~~with~~of ~~large,~~local ~~unanticipated~~holidays ~~damage awards by juries~~ and ~~terrorism.~~other ~~Our~~events ~~operations~~affecting ~~and~~consumer ~~financial condition~~demand; ~~could~~• bethe ~~adversely~~timing ~~affected~~of bythe aintroduction ~~loss~~of ~~for~~new ~~which~~products weand ~~do not~~services ~~have~~by ~~insurance, that is subject to an exclusion or that exceeds~~ our ~~applicable~~manufacturer ~~policy~~customers ~~limits.~~and ~~Moreover,~~their ~~increasing insurance~~competitors; ~~premiums~~• ~~could~~purchasing ~~adversely~~patterns ~~affect~~of ~~our~~consumers ~~future~~in ~~operating results.~~different ~~While~~markets; we• ~~have~~general ~~directors~~ and ~~officers~~regional, ~~insurance that we believe is acceptable~~economic, ~~this~~monetary ~~insurance~~and ~~may~~political ~~become~~conditions; ~~difficult~~• ~~to obtain~~product oravailability ~~extremely~~and ~~expensive.~~pricing; ~~Any failure by us to obtain directors~~ and ~~officers~~• ~~insurance~~increases ~~could~~in ~~discourage~~net ~~qualified individuals~~working ~~from~~capital ~~serving~~and asresulting ~~members~~funding ~~of our board of directors or officers of our company~~requirements.

We Consumer ~~depend,~~electronics and retail sales in ~~part~~many geographic markets tend to experience increased volumes of sales at the end of the calendar year, onlargely ~~trade~~because ~~secret~~of gift-giving holidays. This and ~~copyright~~ other ~~laws~~seasonal ~~and~~factors ~~agreements~~have ~~with~~contributed to increases in our sales ~~key~~during ~~employees~~the ~~and~~fourth ~~other~~quarter in certain markets. Conversely, ~~third~~ we ~~parties~~have experienced decreases in demand in the first quarter subsequent to ~~protect~~the ~~our~~higher ~~proprietary~~level ~~rights~~of ~~that~~activity ~~could~~in the preceding ~~provide~~ fourth usquarter. ~~with~~Our ~~inadequate~~operating ~~protection~~results may continue to fluctuate significantly in the future. If unanticipated events occur, including delays in securing adequate inventories of competitive products at times of peak demand or significant decreases in sales during these periods, our business could be harmed. In addition, as a result of seasonal factors, interim results may not be indicative of annual results.

Our business ~~is dependent, in part, on our~~ proprietary information. We rely on trade secret and copyright laws to protect our proprietary knowledge, particularly our business methods and database of customers, suppliers and business terms, such as pricing. We regularly enter into non-disclosure and non-competition agreements with our key employees and seek to restrict access to our trade secrets and other proprietary information. However, these measures may prove inadequate to prevent misappropriation of such information. Also, our competitors may independently develop technologies or business methods that are substantially equivalent or superior to our technology. We have offices and conduct our operations in a number of countries outside of the United States. The laws of some of these countries do not protect proprietary rights to the same extent as do laws in the United States. In addition, although we believe that our business methods and proprietary database have been developed independently and do not infringe on the rights of others, third parties might assert infringement or similar claims against us, and our business methods and software may be found to infringe on the proprietary rights of others. Any litigation in which we become involved concerning our intellectual property rights, either in defending against or prosecuting claims, could be ~~costly,~~harmed ~~divert~~by ~~the~~consolidation ~~time and attention~~ of ~~our management and/or result in significant liabilities to us~~operators.

We The ~~may~~past beseveral ~~subject~~years have witnessed a consolidation within the operator community, and this trend is expected to ~~various~~continue. ~~tax~~This ~~liabilities~~ trend could result in a reduction or elimination of promotional activities by the remaining operators as they seek to reduce their expenditures, which could, in turn, result in decreased demand for our products or services. Moreover, consolidation of operators reduces the number of potential contracts available to us and other providers of supply chain, retail and enterprise services. We could also lose business if operators that are our customers ~~deferred~~are ~~tax~~acquired ~~assets~~by ~~may~~other operators that are not beour ~~realizable~~ customers.

We are ~~potentially liable for Brazilian taxes in~~ ~~connection~~ dependent ~~with~~on ~~having transacted business with~~ a ~~company~~variety ~~in Brazil~~of ~~that~~information issystems ~~now dissolved. We presently believe that it is possible that we may be subject~~ to ~~claims and assessments from~~process ~~the Brazilian taxing authority that range between an estimated $1.0 million to $2.0 million. However~~ transactions, wesummarize ~~cannot assure~~results ~~you that the tax~~ and~~/or~~ ~~other~~manage ~~liabilities to which we may~~our ~~be subject in Brazil will ultimately be within this range~~ business.

~~From~~ Given ~~time~~the tolarge ~~time,~~number weof ~~are~~individual ~~subject~~transactions towe conduct ~~investigation~~ each ~~and/or~~year, ~~audits~~it byis ~~taxing~~critical ~~authorities~~that ~~relating~~we tomaintain uninterrupted ~~our~~ operation ~~U.S.~~of orour ~~foreign~~business ~~operations,~~critical ~~covering~~information ~~a wide range of income~~systems. or Disruptions ~~other~~in ~~tax~~both ~~matters,~~our ~~including~~primary ~~intercompany~~and ~~loans~~ secondary (~~advances~~back-up) ~~outstanding~~ systems ~~for~~could ~~short~~harm ~~periods~~our ~~that~~ability ~~may be deemed dividend payments and subject~~ to ~~tax~~run ~~liability~~our business. ~~Each~~Although ~~of these matters is~~we ~~subject~~ have toindependent ~~various uncertainties,~~ and itphysically isseparate ~~possible~~primary ~~that~~and ~~some~~secondary of data ~~these~~centers, ~~matters~~we ~~may~~cannot be ~~resolved~~certain ~~unfavorably~~that toour ~~us.~~information ~~We have~~systems ~~established~~ will ~~accruals~~not ~~for~~experience ~~matters~~a ~~that~~significant weinterruption ~~believe~~or ~~are~~failure.

We depend on a variety of information systems for our operations, which support many of our operational functions such as inventory management, order processing, shipping, receiving and

~~probable~~ accounting. Our information systems, including our back-up systems, are subject to damage or interruption from power outages, computer and ~~reasonably~~telecommunications ~~estimable~~failures, computer viruses, security breaches, catastrophic events such as fires, tornadoes, hurricanes, earthquakes and tsunamis, and usage errors by our employees. ~~Whenever~~If our primary and ~~justified~~ back-up systems are damaged or cease to function properly, we ~~expect~~may have to ~~vigorously~~make ~~defend~~a ~~such~~significant ~~claims~~investment to fix or replace them, ~~although~~and we ~~there~~ may ~~can~~suffer beinterruptions noin ~~assurance~~our ~~that~~operations in the interim. We have not recently experienced material system-wide failures or downtime for any of our information systems used around the world; however, we cannot assure that such failures will ~~ultimately~~not occur ~~prevail~~in ~~with~~the future. Any material interruption in either or both ~~respect~~ of toour primary or back-up systems may have a material adverse effect on our business. Failures or significant downtime for any ~~such~~of ~~claims~~our information systems could prevent us from placing product orders with vendors or recording inventory received, taking customer orders, printing product pick-lists, or shipping and invoicing for products sold, or recording transactions. It could also prevent customers from accessing our product information.

We In ~~recognize~~order ~~deferred~~to ~~tax~~support ~~assets~~our ~~and~~future ~~liabilities based~~growth, onwe ~~the~~continue ~~differences~~to ~~between~~review our ~~financial statement~~ ~~carrying~~ business ~~amounts~~needs and ~~the~~are ~~tax~~making ~~bases~~continuous improvements, including standardization, where appropriate, of ~~our~~establishing ~~assets~~common business processes and ~~liabilities.~~ Wecontrols ~~review~~across our ~~deferred~~lines ~~tax~~of ~~assets~~business, and ~~for~~technology upgrades to our information systems, including ~~recoverability~~ software applications and ~~establish~~electronic ainterfaces ~~valuation~~with ~~allowance~~our business ~~based~~partners. ~~on historical~~This ~~taxable~~can ~~income,~~be ~~projected~~a ~~future~~lengthy ~~taxable~~and ~~income,~~expensive ~~the~~process ~~expected~~ that ~~timing~~may ofresult ~~the~~in ~~reversals~~a significant diversion of ~~existing~~resources ~~temporary~~from ~~differences~~ other ~~and~~operations. ~~the~~The ~~implementation~~risk of ~~tax-planning~~system ~~strategies. If~~disruption weis ~~are~~increased when ~~unable~~significant tosystem ~~generate~~changes ~~sufficient~~are ~~future~~undertaken. ~~taxable~~In ~~income in~~implementing ~~certain~~ these ~~jurisdictions~~enhancements, orwe ifmay ~~there~~experience greater-than-expected difficulty isor acosts; ~~change~~and inwe ~~the~~may ~~actual~~also ~~tax~~experience significant ~~rates~~ disruptions orin ~~the~~our ~~time~~business, ~~period~~which ~~within~~could ~~which~~have ~~the~~a ~~underlying~~material ~~temporary~~adverse ~~differences~~ effect ~~become~~on ~~taxable~~our ~~or deductible~~business, weparticularly ~~may~~if bewe ~~required~~were to ~~increase~~ ~~the~~replace ~~valuation~~a substantial ~~allowance~~portion ~~against~~of our ~~deferred~~current ~~tax~~information systems and ~~assets~~ processes. In addition, ~~thereby~~competitors ~~resulting~~may indevelop ansuperior information ~~increase~~systems inor ~~our~~we ~~effective~~may ~~tax rate~~not ~~and~~be anable ~~adverse~~to ~~impact~~meet onevolving market requirements by upgrading our ~~future~~current ~~results~~information ofsystems at ~~operations~~a reasonable cost, or at all.

If Finally, we ~~account~~also rely on the Internet for ~~employee~~a ~~stock~~significant percentage ~~options~~of our orders and information exchanges with our ~~using~~ customers. The Internet and individual websites in general have experienced a number of disruptions and slowdowns, some of which were caused by organized attacks. In addition, some websites associated with other companies have experienced security breakdowns or breaches of confidential information. Although our website has not experienced any material breakdowns, disruptions or breaches in security, we cannot be assured that this will not occur in the ~~fair~~future. ~~value~~If ~~method~~we were to experience a security breakdown, itdisruption or breach that compromised sensitive information, our relationship with our customers could ~~reduce~~be adversely affected. Disruption of our ~~net~~website or of the Internet ~~income~~ in general could impair our order processing or more generally prevent our customers from accessing critical information. This disruption could cause us to lose business.

~~There has been ongoing public debate whether~~ ~~stock~~ Our ~~options granted to employees should be treated as a~~future ~~compensation~~ operating ~~expense~~results ~~and,~~will ifdepend ~~so,~~on ~~how~~our toability ~~properly value such charges. On March 31, 2004, the Financial Accounting Standards Board issued a proposed Statement that, if adopted, would require a company~~ to ~~recognize,~~continue ~~as an expense, the fair value of stock options and other stock-based compensation~~ to ~~employees~~ increase ~~beginning~~volumes ~~in 2005~~ and ~~subsequent~~maintain ~~reporting~~margins ~~periods.~~as ~~If we~~well ~~elect or are required to record an expense for our stock-based compensation plans using the fair value method,~~ as ~~described~~ inon ~~such proposed Statement, we could have significant and ongoing accounting charges that could reduce our net income. Because of~~ the ~~relatively low gross margin that our overall~~relative ~~business~~ mix ~~typically generates, the impact~~ of ~~these accounting charges on~~ our ~~margin~~services ~~if we recorded expenses for our stock-based compensation plans using the fair value method would be magnified~~provided.

~~Risks~~ The ~~Related~~majority of our revenue is derived from sales of wireless devices, a part of our value-added distribution services that operates on a high-volume, low-margin basis. Our ability to generate these sales is based upon continued demand for wireless devices and our having an adequate supply of these devices. The gross margins that we realize on sales of wireless devices could be reduced over time due to increased competition, which in turn would lead to a decline in our overall margins. This ~~Offering~~margin pressure may, however, be offset to some extent if we are able to continue to increase the relative contribution of our higher margin, fee-based supply chain, retail and enterprise services to our overall business, a shift in product and services mix which would have a positive impact on our margins. However, an increased contribution of supply chain, retail and enterprise services relative to our value-added distribution services may lower the pace of revenue growth while having a positive impact on our gross margins. Our future growth and margin profile will depend on, among other things, our mix of value-added distribution and other services.

There has been no public market for our common stock; our stock price could be volatile and decline following this offering, resulting in a substantial loss on your investment.

Prior to this offering, there has been no public market for our common stock. We cannot predict the extent, if any, to which an active trading market for our common stock will develop or be sustained. The absence of any active trading market could adversely affect your ability to sell shares and could depress the market price of those shares. The initial public offering price has been determined through negotiations between us and the representatives of our underwriters and may bear no meaningful relationship to the price at which our common stock will trade following the completion of this offering. In general, the stock market has been highly volatile and the market price of our common stock may also be volatile. Investors may incur substantial losses as a result of decreases in the market price of our common stock, including decreases unrelated to our financial condition, operating performance or prospects. The market price of our common stock could fluctuate widely and decline as a result of a number of factors, including the following:

• our short- and long-term operating performance and the operating performance of other companies within the wireless communications industry; • changes in our net sales or in earnings estimates of or recommendations by securities analysts; • publication of research reports about us or our industry by securities analysts; • speculation in the media or investment community; • political, monetary, social and economic events and conditions in Latin America; • currency fluctuations and devaluations; • hostilities and terrorist acts; and • general market and economic conditions, including factors not directly related to our performance.

In The ~~the~~natural ~~past~~lifecycle of certain of our supply chain, ~~securities~~retail ~~class~~and enterprise ~~action~~services ~~litigation~~arrangements where we are paid a percentage ~~has~~ of ~~often~~the ~~been~~savings ~~instituted~~we ~~against~~achieve ~~companies~~for ~~following~~our ~~periods~~customers, especially in the case of strategic sourcing, will decline over time as savings ~~volatility~~ are infully ~~their~~realized, ~~stock~~unless ~~price~~replaced by new contracts for additional services. ~~Any~~If ~~such~~we ~~litigation~~are ~~against~~unable ~~us could~~to ~~involve~~enter ~~substantial~~into ~~costs~~new ~~and~~supply chain, ~~liability~~retail and ~~divert~~enterprise services contracts, our revenue and ~~management’s~~ gross ~~time,~~margin ~~attention~~may decline and ~~resources~~our operating results could be adversely affected.

~~R. Marcelo Claure will still~~ ~~own %~~ Our ~~of our common stock after~~business ~~this~~ growth ~~offering~~strategy ~~and~~includes ~~his~~strategic ~~interests~~partnerships, ~~may~~investments ~~conflict with those of other~~and ~~stockholders~~ acquisitions.

On As ~~the~~part ~~completion~~ of ~~this offering, R. Marcelo Claure,~~ our ~~President~~business ~~and Chief Executive Officer~~strategy, ~~will own %~~we ofintend ~~our~~to ~~outstanding~~pursue ~~shares of~~selected ~~common~~ strategic ~~stock~~partnerships, ~~based~~investments ~~on the shares outstanding as of July 31, 2004~~ and ~~assuming:~~acquisitions (1) the conversion of our Series A Preferred Stock and 2008 Convertible Notes into shares of common stock on the completion of this offering (and our redemption of of such shares), (2) our sale of shares in ~~this offering and (3) the exercise in full of the~~ ~~over-allotment~~ complementary ~~by the underwriters, including Mr~~businesses. ~~Claure’s~~ ~~sale of shares upon~~Our ~~exercise~~strategic ~~of the option. See “Principal and Selling Stockholders.” As a result of his ownership~~partnership, ~~Mr. Claure~~ ~~may be able to direct our affairs and to cause~~investment ~~the approval (or rejection) of matters requiring the approval of our stockholders. Such matters include the election of directors, the adoption of amendments to our certificate of incorporation~~ and ~~by-laws~~acquisition ~~and~~strategy ~~the~~involves approval of mergers and sales of all or substantially all our assets. The interests of our largest stockholder may at times be inconsistent with the interests of our other stockholders or the judgment of our entire board of directors. Sales by Mr. Claure of his shares into the market could have a ~~negative~~number impact on our company and may occur at times and under circumstances that are not favorable to our other stockholders. Specifically, if Mr. Claure were to resign as our Chief Executive Officer and/or make sales that result in him holding less than 25% of ~~our~~ ~~outstanding common stock~~risks, our material contracts with Motorola would be in default, which could result in their termination with resulting harm to our business. Furthermore, under our agreements with Motorola, we are restricted from issuing additional shares of our equity securities if such issuances would result in Mr. Claure holding less than 25% of our outstanding common stock. Certain of our other agreements, including ~~our secured credit facility, could be~~: ~~deemed to be in breach if substantial changes in the ownership of our company were to occur after the completion of this offering.~~

~~Some~~• ~~provisions~~difficulty in identifying attractive strategic partnership, investment or acquisition opportunities; • difficulty in successfully integrating acquired operations, information technology systems, customers, manufacturer relationships, products and businesses with our operations; • loss of key employees of acquired operations or inability to hire key employees necessary for our ~~certificate~~expansion; • diversion of ~~incorporation~~ our capital and ~~by-laws~~management ~~could~~attention ~~delay~~away from other business issues; • entering new markets or ~~prevent~~offering ~~transactions~~ new products we are not familiar with and competing with incumbents that ~~many~~have ~~stockholders~~greater expertise (such as our recent acquisition of eSecuritel through which we plan to commence offering wireless handset insurance, an area that is new to us); • increase in our expenses and working capital requirements; • in the case of acquisitions that we may ~~favor~~make outside of the United States, difficulty in operating in foreign countries and over significant geographical distances; and • other financial risks, such as potential liabilities of the businesses we acquire.

~~Some~~ Our ~~provisions~~growth ofmay ~~our~~be ~~certificate~~limited ~~of incorporation~~ and ~~by-laws,~~our tocompetitive beposition ~~effective~~may ~~upon completion of~~be ~~this~~ harmed ~~offering,~~if ~~could~~we ~~have~~are ~~the~~unable ~~effect~~to ofidentify, ~~delaying~~finance, orconsummate ~~preventing a~~and ~~tender~~ integrate ~~offer~~future oracquisitions ~~other~~and ~~takeover~~investments. ~~attempt of our company that many~~Future of acquisitions ~~our~~and ~~stockholders~~investments ~~might~~may ~~consider favorable, including attempts that might~~ result in adilutive ~~premium~~issuances ~~over~~of equity securities, the ~~prevailing~~incurrence ~~market price~~ of ~~our~~additional ~~common~~debt ~~stock.~~or ~~These provisions are intended by us to~~large ~~enhance~~ write-offs. ~~the~~The ~~likelihood~~incurrence of ~~stability~~debt in ~~the~~connection ~~composition~~with ofany ~~our~~future ~~board~~ acquisitions ~~of directors~~ and ininvestments ~~the~~could ~~policies~~restrict ofour ~~the~~ability ~~board and~~ to ~~discourage~~ obtain orworking ~~delay~~capital ~~certain~~or ~~transactions~~other ~~that~~financing ~~involve~~necessary ~~a potential~~to ~~change in control of~~ operate our ~~company~~business. ~~They~~Our ~~are~~future ~~designed also~~acquisitions toand ~~reduce~~investments ~~our~~may ~~vulnerability~~not ~~to an unsolicited acquisition~~be ~~proposal~~ successful, and toif ~~discourage~~we ~~some~~fail ~~tactics~~to ~~often~~realize ~~used in proxy contests. These provisions, however, could have~~ the ~~effect~~anticipated ofbenefits ~~discouraging~~ of ~~others~~these ~~from~~acquisitions ~~making~~and ~~tender~~investments, ~~offers~~we ~~for~~may ~~shares~~experience ~~of our~~a ~~common~~ decrease ~~stock.~~in ~~These~~future ~~provisions~~profitability ~~may~~or ~~also~~increase ~~have~~in ~~the~~future ~~effect of~~losses ~~preventing~~ and orour ~~delaying~~business ~~changes~~could inbe ~~our~~adversely ~~management~~affected.

Our ~~certificate~~future operating ofresults ~~incorporation~~may ~~and~~suffer ~~by-laws~~if we do not effectively manage our ~~provide~~ product ~~that:~~inventories or are required to write down our inventories due to rapid technological changes in the global wireless device industry or changing market demands.

• The ~~our~~technology ~~board~~relating ofto ~~directors~~wireless isdevices ~~divided~~changes ~~into~~rapidly, resulting ~~three~~in ~~classes~~product ~~with~~obsolescence ~~staggered~~or ~~three-year~~short ~~terms;~~product ~~the~~lifecycles. As ~~staggered~~a ~~terms~~result, ~~have~~we ~~the~~need ~~effect~~to ofmanage ~~requiring~~our atinventory ~~least~~effectively ~~two~~to ~~stockholder~~meet changing ~~meetings~~consumer todemand ~~replace~~and aretailer ~~majority~~volume requirements. Some of the ~~members~~products ofwe ~~the~~distribute ~~board;~~have •in ~~our~~the ~~board~~past ofand ~~directors~~may ~~has~~in the future ~~ability~~become toobsolete ~~issue~~while ~~so-called~~in ~~“blank~~our ~~check”~~inventory ~~preferred~~due ~~stock,~~to ~~without~~changing consumer ~~further~~demands ~~stockholder~~or ~~approval,~~slowdowns ~~with~~in ~~such~~demand ~~rights,~~for ~~preferences,~~existing ~~privileges~~products ahead ~~and~~of ~~restrictions~~new asproduct ~~set~~rollouts by ~~the~~our ~~board;~~manufacturer •customers ~~any~~or their ~~action~~competitors. ~~required~~If orwe ~~permitted~~are tonot beable ~~taken~~to bymanage our ~~stockholders~~inventory effectively, atwe amay ~~meeting~~need ~~may~~to bewrite ~~taken~~off ~~only~~unsaleable ifor ~~approved~~obsolete inventory, atwhich ~~such~~would aadversely ~~meeting;~~affect ~~and~~our business.

Our success depends on accurately anticipating future technological changes in our industry and on continually identifying, obtaining and marketing new products in order to satisfy evolving industry and customer requirements. Competitors or manufacturers of wireless devices may market products that have perceived or actual advantages over the products that we handle or render those products

• obsolete ~~any~~or ~~special~~less ~~meeting~~marketable. ofWe ~~the~~have ~~stockholders~~made ~~may~~and becontinue ~~called~~to ~~only~~make significant byworking ~~our~~capital ~~board~~investments ofin ~~directors~~accordance with evolving industry and customer requirements, ~~the~~including maintaining ~~Chairman~~levels of ~~our~~inventories ~~board~~of orcurrently popular products that we believe are necessary based on current market conditions. These concentrations of working capital increase our risk ~~Chief~~of ~~Executive~~loss ~~Officer~~due to product obsolescence.

~~These provisions, which may be amended or~~ ~~repealed~~ The ~~only by the affirmative vote of the holders of at least~~global ~~66.67%~~ wireless ofdevice ~~our~~industry ~~outstanding~~is ~~shares~~intensely ~~of capital stock~~competitive, ~~could~~and ~~delay, until~~we ~~the next stockholders’ meeting, stockholder actions that are favored by the holders of a majority of our outstanding capital stock. These provisions~~ may ~~also discourage another~~ ~~entity~~ not ~~from making a tender offer for our common stock because such entity, even if it were to acquire a majority of our outstanding voting securities, would~~ be able to ~~take~~continue action as a stockholder (such as electing directors or approving a merger) only at a duly called meeting of stockholders, and not by written consent. Our certificate of incorporation permits our company’s board of directors to ~~amend~~compete orsuccessfully ~~repeal~~in ~~our by-laws~~this ~~by majority vote, but requires the affirmative vote of the holders of at least 66~~ industry.~~67% of our outstanding shares of capital~~ ~~stock to amend or repeal them. See “Description of Capital Stock – Certificate of Incorporation and By-Law Provisions” for a more detailed discussion of these provisions.~~

~~Our~~ For ~~management~~our value-added distribution services, we compete for sales of wireless devices, and expect that we will continue to compete, with numerous well-established manufacturers, including our own manufacturer customers. Furthermore, certain manufacturers may ~~fail~~choose to ~~effectively~~develop ~~use~~the capabilities to go direct to customers and also implement extensive advertising and promotional programs, minimizing the ~~net~~need ~~proceeds~~for distributors. We also compete with other distributors. The global wireless device industry has generally had low barriers to entry for companies with sufficient capital. As a result, additional competitors may choose to enter our industry in the future. The markets for wireless handsets and accessories are characterized by intense price competition and significant price erosion over the life of a ~~this~~product. ~~offering~~Our ability to continue to compete successfully will depend largely on our ability to maintain our current and enter into new customer relationships, continuing to innovate our service portfolio and establishing business relationships with new entrants. We may not be successful in anticipating and responding to competitive factors affecting our industry, including new products which may be introduced, changes in consumer preferences, demographic trends, international, national, regional and local economic conditions and competitors’ discount pricing and promotion strategies. As the wireless communications industry matures and as we seek to enter into new markets and offer new products in the future, the competition that we face may change and grow more intense.

As We ~~described~~collaborate inwith ~~“Use~~manufacturers, ~~of Proceeds~~operators,” weretailers and ~~intend~~ enterprises to ~~use~~optimize ~~the~~their ~~net~~supply ~~proceeds~~chains ofand, ~~this~~therefore, ~~offering for general~~rely ~~corporate~~ on ~~purposes,~~our ~~including~~customers ~~potential~~to ~~acquisitions~~outsource of or ~~investments~~ inagree ~~other~~to ~~businesses,~~collaborate ~~expansion~~with ~~into~~us for ~~new~~parts ~~geographic markets~~of, ~~and~~or ~~working~~the ~~capital.~~entirety ~~Also~~of, wetheir ~~intend~~supply tochains. ~~redeem~~As ~~a portion~~such, of we ~~the~~compete ~~shares~~with ofvarious ~~common~~parties, ~~stock~~including ~~issued~~our ~~upon~~customers ~~the~~who ~~conversion of our~~may ~~Series A~~ choose ~~Preferred~~to ~~Stock~~in-source, ~~and~~other ~~2008~~supply ~~Convertible~~chain ~~Notes~~solutions ~~on the~~companies, ~~completion~~ software ofcompanies, ~~this~~business ~~offering~~process outsourcers, asmanagement ~~well~~and information astechnology toconsultants ~~repay~~and ~~some~~electronic ~~of our~~manufacturing ~~outstanding~~ services ~~indebtedness~~companies. ~~Our~~Many ~~management~~of ~~will~~our ~~have~~competitors ~~discretion~~possess ingreater ~~applying~~ financial aand ~~large~~other ~~portion~~resources ofthan ~~the~~we ~~net~~do ~~proceeds.~~and ~~Allocation~~may ofmarket ~~the~~similar ~~net~~ products ~~proceeds~~or ~~will~~services bedirectly ~~subject~~ to ~~future~~our ~~economic~~customers. ~~conditions~~Furthermore, we ~~changes~~ may innot ~~our~~be ~~business~~successful ~~plan~~in anticipating and ~~our~~responding ~~responses~~ to ~~competitive~~ ~~pressures.~~ competitive ~~Accordingly,~~factors affecting our ~~management~~industry, ~~may~~including ~~ineffectively~~new ~~apply~~or ~~some~~ changing ofoutsourcing ~~the~~requirements ~~net proceeds~~ or inthe ~~ways~~introduction ~~that~~of ~~investors did not~~new ~~expect~~ technologies orand services that ~~may~~can ~~not~~change ~~improve our results of operations or increase~~ the ~~value of our common stock~~competitive landscape.

~~Investors~~ We inmay ~~this offering will experience~~have ~~immediate~~ higher ~~and~~than ~~substantial~~anticipated ~~dilution~~tax liabilities.

~~The~~ We ~~initial~~conduct ~~public~~business ~~per~~globally ~~share~~and ~~offering~~file ~~price~~income ~~of our~~tax ~~common~~returns ~~stock is substantially higher than what the pro forma~~in as multiple ~~adjusted~~jurisdictions. ~~net~~Our ~~tangible~~effective ~~book~~tax ~~value~~rate ofcould ~~shares of our common stock will~~ be ~~after this offering. As a result, investors~~ ~~purchasing~~ adversely ~~our~~affected ~~common~~by ~~stock~~several ~~in this offering will experience immediate and substantial dilution of $ per share~~factors, assuming an initial public offering price of $ , the mid-point of the range set forth on the cover of this prospectus. See “Dilution.” This means that investors who purchase shares in this offeringincluding:

• ~~will~~changes ~~pay~~in aincome ~~price~~before ~~per~~taxes ~~share~~in ~~that~~various ~~will~~jurisdictions ~~substantially~~in ~~exceed~~which ~~the~~we ~~pro~~operate ~~forma~~that ashave ~~adjusted~~differing ~~per~~statutory ~~share~~tax ~~book value of our tangible assets after subtracting our liabilities~~rates; ~~and~~ • ~~will~~changing ~~have~~tax ~~contributed~~laws, %regulations ofand ~~the~~interpretations ~~total dollar amount~~ of ~~our~~such ~~equity~~tax ~~funding~~laws ~~since~~in ~~inception,~~multiple ~~but~~jurisdictions; ~~will~~and ~~own~~• ~~only % of~~ the ~~outstanding~~resolution ~~shares~~ of ~~our~~issues ~~common~~arising ~~stock,~~from ~~assuming~~tax anaudits ~~initial~~or ~~public~~examinations ~~offering~~(including ~~price~~our ofongoing $U.S. ~~per~~federal ~~share,~~income ~~the~~tax ~~mid-point~~audit) ofand ~~the~~any ~~range~~related ~~set~~interest ~~forth~~or ~~on the cover of this prospectus~~penalties.

We ~~have~~report ~~granted~~our ~~and~~results ~~expect~~of tooperations ~~grant~~based ~~additional~~on our determination ~~stock~~ of ~~options~~the toamount ~~our~~of ~~employees.~~taxes Toowed in the ~~extent~~various ~~that~~jurisdictions ~~options~~in which we ~~have~~ ~~issued~~operate. orThe ~~may~~determination ~~issue~~of inour ~~the~~worldwide ~~future~~provision for ~~with~~income ~~exercise~~taxes ~~prices below~~and ~~the~~other ~~initial~~tax ~~public~~liabilities ~~offering~~requires ~~price~~estimation, judgment ~~are~~and ~~exercised,~~calculations ~~there~~where the ultimate tax determination ~~will~~ may not be ~~further~~certain. ~~dilution~~Our determination of tax liability is always subject to ~~the~~review ~~investors~~or inexamination ~~this~~by ~~offering~~authorities in various jurisdictions. Any adverse outcome of such a review or

A substantial number of shares will be eligible for resale in the near future, which could cause our common stock price to decline.

Sales of our common stock in the public market after the completion of this offering, or even the perception that such sales may occur, could cause the market price of our common stock to decline. On the completion of this offering, we will have shares of common stock outstanding, assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding options. The shares to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act. Substantially all of the

~~shares~~ examination ~~of the outstanding common stock owned by our existing stockholders will be subject to lock-up agreements with Citigroup~~ and ~~Lehman~~any ~~Brothers~~proposed ~~that~~adjustments ~~restrict~~resulting ~~their ability~~therefrom to could ~~transfer~~have ~~stock for~~ a ~~period~~negative ofimpact aton ~~least~~our ~~180 days from the date of this prospectus~~business. ~~For~~The aresults ~~more detailed description of~~from ~~these~~ tax ~~agreements,~~examinations ~~see~~and ~~“Underwriting.”~~audits ~~After the lock-up agreements expire, an aggregate of shares~~ (~~excluding~~including ~~the~~our ~~shares to be redeemed by us) will be eligible for~~ongoing ~~immediate resale in the public market, subject to any applicable limitations of either Rule 144 or Rule 701 under the Securities Act~~ U. ~~Additionally, if R~~S. federal ~~Marcelo~~income ~~Claure,~~tax ~~our~~audit) ~~largest stockholder,~~may ~~were~~differ tofrom ~~die in~~ the ~~near future, his estate might~~ ~~find~~ liabilities itrecorded ~~necessary to sell his shares~~ in ~~order to cover taxes, possibly resulting in the release of a substantial amount of~~ our ~~common~~ ~~stock~~financial ~~into~~statements ~~the~~and ~~market. For a more detailed discussion of~~may ~~the~~ adversely ~~shares~~affect ~~eligible~~our ~~for future sale, see “Shares Eligible for Future Sale~~business.”

~~Citigroup~~ The Internal Revenue Service (the “IRS”) and ~~Lehman~~other taxing ~~Brothers,~~authorities onregularly ~~behalf~~examine ofour ~~all~~income tax returns. In ~~the~~ connection ~~underwriters~~with these examinations, ~~may~~we inhave ~~their~~received ~~discretion,~~notices from atvarious ~~any~~taxing ~~time~~authorities ~~and~~alleging that we are liable for ~~without~~ underpayment ~~notice~~of tax of $17.9 million, ~~release~~inclusive ~~all~~of penalties orand ~~any~~interest. ~~portion~~We believe certain of the ~~shares subject~~adjustments to proposed by the ~~lock-up~~IRS ~~agreements~~are inconsistent with applicable tax laws, and ~~which~~we ~~would~~intend ~~result~~to inchallenge ~~shares~~the ~~being available~~adjustments ~~for~~vigorously. ~~sale~~We expect to prevail in ~~the~~administrative ~~public~~or ~~market~~court atproceedings anand ~~earlier~~that ~~date.~~any ~~Sales~~ resulting oftax ~~common~~liabilities ~~stock~~will bynot ~~existing~~exceed ~~stockholders~~amounts accrued for income taxes in ~~the~~our ~~public market~~financial statements. However, the ~~availability~~final outcome ofregarding these ~~shares~~proceedings ~~for~~cannot ~~resale~~be orestimated ~~our~~with ~~future~~ certainty, ~~issuance~~and ofwe ~~additional~~cannot ~~securities~~guarantee ~~could~~that ~~cause~~ the ~~market price~~outcome ofwill ~~our~~not have ~~common~~a ~~stock~~material toeffect ~~decline,~~on ~~perhaps~~our ~~significantly~~operations.

~~Following the completion of this offering and the~~ expiration of the lock-up period, assuming the conversion of our Series A Preferred Stock and the aggregate principal amount of our 2008 Convertible Notes issued thereon, the holders of an aggregate of 7,718,750 shares of our common stock (excluding the shares to be redeemed by us or sold upon any exercise of the over-allotment option) will be entitled to register their shares of common stock under the Securities Act. We have provided ~~these rights~~indemnities under a Stockholders’ Agreement that we entered into with our stockholders and the holders of our 2008 Convertible Notes. This agreement provides the holders of our Series A Preferred Stock and 2008 Convertible Notes with demand and piggy-back registration rights. If these holders, through the exercise of their registration rights, cause a large number of securities to beMotorola ~~registered~~Mobility and ~~resold in the public market, such sales (or even the perceived likelihood of such sales) could have an adverse effect on the market price for our common stock. In addition, if~~ we ~~propose, at any time more than 180 days following the completion of this offering, to register a public offering of any of our securities, Mr. Claure~~ may ~~include shares of his common stock in the~~have ~~registration.~~ increased Weliabilities ~~also~~as intend to grant piggy-back registration rights to the contemplated purchasers of 208,333 shares of our common stock from Mr. Claure pursuant to which they may include shares, proportionally with any shares of common stock being registered on behalf of Mr. Claure, in any registration statement proposed to be filed by us more than 180 days following the completion of this offering. For a ~~more~~ ~~detailed~~result ~~discussion~~ of these ~~registration rights, see~~ ~~“Description of Capital Stock — Registration Rights” and “Shares Eligible for Future Sale~~ indemnities.”

~~You~~ In connection with our operations in Tierra del Fuego, Argentina, we entered into an agreement in July 2008 to indemnify Motorola Mobility for up to $10.0 million for reimbursement payments it may be ~~limited~~obligated into ~~recovering~~make ~~losses~~to a common ~~incurred~~ customer arising from ~~reliance~~the oncustomer’s non-compliance with the ~~financial~~applicable ~~statements~~Argentinean ~~audited~~tax byregime. We evaluate this ~~Arthur~~ indemnification ~~Andersen~~in ~~LLP~~accordance with ASC 460 Guarantees, which requires immediate recognition of a liability for obligations under guarantees that impose an ongoing obligation to stand ready to perform, even if it is not probable that the specified triggering events or conditions will occur. As a consequence of entering into this indemnity, we recorded a liability of $2.0 million. A tax assessment for 2005 was filed against the common customer, and we are assisting Motorola Mobility’s defense of the case in the Argentina Tax Court. In addition, we have provided additional indemnities to Motorola Mobility under our ~~former~~distribution ~~independent~~and financing ~~auditors~~ agreements with Motorola Mobility. All of our obligations to Motorola Mobility are secured by a second lien on assets securing our credit agreement.

~~On June 15, 2002, Arthur Andersen LLP, our~~ former independent public auditor, was convicted of obstruction of justice for the activities relating to its previous work for another of its audit clients and has ceased operations. In October 2002, we engaged Deloitte & Touche LLP to replace Arthur Andersen LLP as our independent public auditors. Nevertheless, our consolidated financial statements for the fiscal year ended December 31, 2001, were audited by Arthur Andersen LLP and are included in our consolidated financial statements and related notes appearing elsewhere in this prospectus. We ~~are unable to predict the impact of Arthur Andersen LLP’s conviction or whether other adverse actions~~ may benot ~~taken by governmental or private entities against Arthur~~be ~~Andersen~~ able ~~LLP. If Arthur Andersen LLP has no assets available for creditors, you are unlikely~~ to ~~recover~~grow ~~against~~at itour ~~for~~historical ~~any~~rate ~~claims that you may have under securities~~ or ~~other~~effectively ~~laws~~manage ~~as a result of~~future ~~Arthur Andersen’s previous role as our independent public accountants and as author of the audit report for the 2001 audited financial statements included in this prospectus~~ growth.

We have experienced significant growth, both domestically and internationally; however, we may not be able to continue to grow at a similar rate in the future because our international operations present significant management and organizational challenges to future growth. We will need to execute our strategy successfully, manage our expanding operations efficiently and effectively integrate into our operations any new businesses which we may acquire in order to continue our desired growth. If we are unable to do so, particularly for operations or transactions in which we have made significant capital investments, it could materially harm our business. Our inability to absorb the increasing operating costs that we have incurred, and expect to continue to incur, in anticipation of the growth we hope to achieve could cause our future earnings to decline if we are not able to generate the growth we expect to balance the increased operating costs. In addition, our growth prospects could be harmed by circumstances outside our control such as a decline in the demand for wireless devices globally or in one of the regions we serve, either of which could result in reduction or deferral of expenditures by existing or prospective customers.

In addition, growth of our operations will place a significant strain on our management, administrative and operational infrastructure, and we may not be able to hire and train additional personnel to manage such growth effectively. Furthermore, it takes time for our newer employees to develop the knowledge, skills and managerial and operational experience that our business model requires. If we fail to successfully manage our growth, we may be unable to successfully execute our business plan.

~~FORWARD-LOOKING~~ We ~~STATEMENTS~~are highly dependent on our Chairman and Chief Executive Officer and management team and the loss of our executive officers and key personnel could impede our ability to implement our strategy.

~~This~~ Our ~~prospectus~~success ~~contains~~depends ~~forward-looking statements.~~in ~~Any~~large ~~use~~part ofon the ~~words~~abilities ~~“estimate,” “project,” “anticipate,” “expect,” “intend,” “believe,” “could,” “might,” “may”~~ and ~~similar words or~~continued ~~expressions~~ service inof ~~this~~our ~~prospectus~~executive isofficers ~~intended~~and toother ~~identify forward-looking~~key ~~statements~~employees. ~~These statements relate to future~~In ~~events~~ particular, ~~trends~~we ~~and~~are ~~our~~highly ~~future~~dependent ~~financial~~on ~~performance,~~the ~~and~~continued ~~involve~~service of ~~known~~ our ~~and unknown risks~~co-founder, ~~uncertainties~~Chairman and ~~other~~Chief ~~factors~~Executive ~~that may cause our actual results~~Officer, ~~levels~~who ~~of activity or performance~~has to developed beextensive ~~materially~~relationships ~~different~~with ~~from~~certain ~~those expressed or implied by~~manufacturers, ~~these~~ operators ~~forward-looking statements. The forward-looking statements contained in this prospectus are based on estimates~~ and ~~assumptions~~ ~~made~~retailers bythroughout ~~our~~the ~~management~~world. ~~These~~If ~~estimates~~for ~~and assumptions~~any ~~reflect~~ reason our ~~judgment~~Chairman ~~based on currently known market~~ and ~~other~~Chief ~~factors.~~Executive ~~Although~~Officer wewas ~~believe~~no ~~that~~longer ~~such estimates and~~working ~~assumptions~~ for ~~are reasonable~~us, ~~they~~his ~~are~~knowledge ~~inherently uncertain~~ and ~~involve~~ ~~risks~~relationships ~~and~~would ~~events~~be ~~beyond~~very ~~our control. In addition,~~difficult ~~management’s assumptions about future events and trends may prove~~ to ~~be inaccurate~~replace. ~~Management~~We ~~cautions~~do ~~all potential investors that the forward-looking statements are~~ not ~~guarantees of~~maintain ~~future~~“key ~~performance.~~man” ~~In all likelihood, actual results will~~life ~~differ~~ insurance ~~from~~for ~~those~~our ~~contemplated~~Chairman byand ~~such~~Chief ~~forward-looking statements.~~Executive ~~Such differences could result from a variety of~~Officer. ~~factors, including the following:~~

• The ~~U.S. and foreign political, economic, monetary and business conditions; • the~~ loss of any of our ~~principal~~executive ~~suppliers,~~officers ~~particularly Motorola; • the loss of,~~ or ~~reduced~~other ~~sales~~key ~~to,~~personnel could ~~any~~impede of our ~~major~~ability ~~customers,~~to ~~particularly~~fully ~~América~~and ~~Móvil,~~timely ~~BellSouth~~implement ~~or Telefónica Móviles; • changes in market demand for~~ our business ~~products~~plan and ~~technological~~future ~~developments;~~growth •strategy. ~~any~~Although ~~reduction~~we inhave employment ~~the~~agreements ~~business~~with ~~functions~~certain ~~that~~of ~~are outsourced by~~ our ~~wireless~~executive ~~communications~~officers ~~device suppliers~~ and ~~customers; •~~ non-competition ~~from~~agreements ~~present~~with ~~and future competitors; • any deviation from~~ our ~~expectations~~executive ofofficers ~~increased sales volumes for wireless phones, related accessories~~ and~~/or~~ certain ~~fixed~~key ~~wireless communications products; • changes in~~employees, or our ~~failure~~executive toofficers ~~comply~~and ~~with,~~key ~~government~~employees can ~~regulations;~~always •terminate ~~liability~~their ~~resulting~~employment ~~from~~with ~~litigation;~~us and •our non-competition ~~the~~agreements ~~other~~are ~~factors~~of ~~discussed~~limited ~~elsewhere~~scope inand ~~this~~duration ~~prospectus,~~and are ~~including~~not ~~“Risk~~easily ~~Factors~~enforced.”

In order to support our continued growth, we need to effectively recruit, train and retain additional qualified employees, including sales personnel. Competition for qualified personnel is intense, and there can be no assurance that we will be able to successfully attract, train or retain sufficiently qualified personnel.

If we are unable to manage the organizational challenges associated with our size, we might be unable to achieve our business objectives.

We have operations in 50 countries and approximately 3,600 employees worldwide. Our decentralized international operations present management and organizational challenges, which will only increase as we continue to grow and expand. It is difficult to maintain common standards across a large enterprise and effectively communicate our institutional knowledge. In addition, it can be difficult to maintain our culture, effectively manage our personnel and operations and effectively communicate to our personnel worldwide our core values, strategies and goals. Finally, the size and scope of our operations increase the possibility that an employee will engage in unlawful, unethical or fraudulent activity or otherwise expose us to unacceptable business risks, despite our efforts to properly train and educate our people and maintain appropriate internal controls to prevent such instances. If we do not continue to develop and implement the right processes, tools and ethical behaviors to manage our enterprise, our ability to compete successfully and achieve our business objectives could be impaired.

We could have liability or our reputation could be damaged if we do not protect customer data or information systems or if our information systems are breached.

We are dependent on information technology networks and systems to process, transmit and store electronic information and to communicate among our locations around the world and with our customers. Security breaches of this infrastructure could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information. We are required at times to manage, utilize and store sensitive or confidential customer or employee data. We are subject to numerous U.S. and foreign jurisdiction laws and regulations designed to protect this information, such as the European Union Directive on Data Protection and various U.S. federal and state laws governing the protection of health or other individually identifiable information. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines or criminal prosecution. Unauthorized disclosure of sensitive or confidential customer or employee data, whether through systems failure, employee negligence, fraud or misappropriation,

~~USE~~ could OFdamage ~~PROCEEDS~~our reputation and cause us to lose customers. Similarly, unauthorized access to or through our information systems or those we develop for our customers, whether by our employees or third parties, could result in negative publicity, legal liability and damage to our reputation.

We ~~will receive net proceeds of approximately~~are ~~$ million~~ dependent ~~from the sale of shares of our common stock in this offering, or approximately $ million if the underwriters exercise their over-allotment option in full, based~~ on anthird ~~assumed~~parties ~~initial public~~for ~~offering price of $ per share (~~the ~~mid-point~~ ofdelivery ~~the range set forth on the cover~~ of this prospectus) and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from a sale of shares by the selling stockholders if the underwriters exercise their over-allotment option. The primary purposes of this offering (and the related conversion of our ~~Series A~~products ~~Preferred Stock~~ and ~~2008 Convertible Notes) are to obtain additional working~~ ~~capital, create a public market for our common stock and facilitate our future access to public capital markets~~ services.

We ~~intend~~rely toalmost ~~use~~entirely ~~the~~on ~~net~~arrangements ~~proceeds~~with ~~of this~~third-party ~~offering~~ shipping ~~for~~and ~~general~~freight-forwarding ~~corporate~~companies ~~purposes,~~for ~~including~~the ~~potential acquisitions~~delivery of ~~or investments in other businesses, expansion~~ ~~into~~ our ~~new~~products ~~geographic markets~~ and ~~working capital~~services. ~~Although,~~The ~~from time~~termination toof ~~time,~~our wearrangements with ~~engage~~one inor ~~various~~more ~~discussions~~of ~~involving possible~~these ~~acquisitions~~third-party ~~and~~shipping ~~investments~~companies, weor ~~presently have no~~the ~~agreement~~ failure or ~~commitment~~inability ~~concerning any such transaction. We intend also to use approximately $ million~~ of ~~the~~one ~~net~~or ~~proceeds~~more of ~~this offering~~these ~~to redeem a prescribed portion of the shares of common~~third-party ~~stock~~ shipping ~~issued~~companies onto ~~the~~deliver ~~conversion~~products offrom our ~~Series A Preferred~~manufacturer ~~Stock~~ customers ~~and 2008 Convertible Notes and~~ to ~~pay~~us ~~accumulated dividends~~or ~~and~~products ~~accrued~~from ~~interest~~us ~~thereon.~~to Inour ~~addition~~customers, ~~we intend~~could to disrupt ~~repay $ of outstanding indebtedness under~~ our ~~secured~~business ~~revolving~~and ~~credit facility.~~harm ~~See~~our ~~“Management~~reputation ~~Discussion~~ and ~~Analysis –~~ ~~Liquidity and Capital Resources –~~operating ~~Financing Activities~~ results.~~” Additionally, we intend to pay~~ ~~$ owed under an open account with one of our principal suppliers.~~

~~The 2008 Convertible Notes bear interest at the~~ ~~annual rate of 10.5%.~~ We ~~applied~~rely ato ~~portion of the net proceeds~~a ~~from~~ great ~~the~~extent ~~issuances~~on of our ~~2008~~intellectual ~~Convertible~~property ~~Notes~~ and ~~Series A~~ ~~Preferred~~agreements ~~Stock to (1) repay outstanding~~with ~~indebtedness under one of~~ our ~~previous~~key ~~credit~~employees ~~facilities~~ and ~~(2) redeem~~ ~~6,363,963~~other ~~shares~~third ofparties ~~common~~to ~~stock~~protect ~~held by one of~~ our proprietary ~~original stockholders for $5~~rights.~~9 million.~~

~~The~~ Our ~~outstanding~~business ~~secured~~success ~~indebtedness~~is tosubstantially bedependent ~~repaid~~upon our ~~from~~ proprietary ~~the~~business ~~net~~methods ~~proceeds~~and ofsoftware ~~this~~applications ~~offering~~relating to ~~presently~~our ~~bears~~information ~~interest (3~~systems.~~84%~~ atWith ~~March 31,~~respect ~~2004)~~to atother ~~the~~business methods ~~annual~~and ~~rate~~software, ofwe ~~either (i) adjusted~~rely ~~LIBOR~~on ~~plus~~trade asecret ~~margin~~and ~~rate~~copyright ~~ranging~~laws to ~~from~~protect ~~1.75%~~our ~~to 2~~proprietary knowledge.~~25%,~~ ~~based~~We onalso ~~the~~regularly ~~average~~enter into ~~daily~~non-disclosure ~~amount~~agreements ofwith our ~~undrawn availability~~key ~~during~~employees ~~the~~and ~~applicable~~third parties ~~period~~and orlimit ~~(ii) a~~access ~~rate equal~~ to ~~the~~and ~~higher~~distribution of ~~the~~our ~~administrative agent’s prime~~trade ~~rate~~ secrets and ~~the~~other ~~Federal~~proprietary ~~Funds effective rate plus 0~~information.~~50%.~~ These ~~borrowings,~~ ~~which~~measures ~~we used for general corporate purposes, were~~may ~~made~~ not ~~under~~prove aadequate ~~revolving~~to ~~credit~~prevent ~~facility~~misappropriation ~~that~~of ~~terminates on~~our ~~October 21, 2008~~ technology. ~~This~~Our ~~credit~~competitors ~~facility~~could ~~replaced~~also ~~two~~independently ~~prior~~develop ~~secured~~ technologies ~~revolving~~that ~~credit~~are ~~facilities.~~substantially ~~The~~equivalent ~~amounts~~or ~~owed~~superior ~~under our~~to ~~open account with~~ our ~~supplier~~technology, dothereby ~~not~~eliminating ~~bear~~one ~~interest;~~of weour ~~will be~~competitive ~~entitled~~ advantages. toWe aalso ~~discount~~have ofoffices ~~approximately~~and ~~1.0%~~conduct ~~per~~our ~~month~~operations onin ~~the~~a ~~amount~~ wide ~~owed~~variety ifof wecountries ~~prepay~~outside ~~such~~the ~~amount~~United States. InThe ~~accordance~~laws ~~with their~~of ~~respective~~ some ~~provisions,~~other wecountries ~~may~~do ~~convert~~not ~~the~~protect ~~outstanding~~our ~~shares~~proprietary ofrights to ~~our~~ the ~~Series A~~same ~~Preferred~~extent ~~Stock~~as ~~and~~ the ~~aggregate~~laws ~~principal amount~~in ofthe ~~our~~United ~~2008~~States. ~~Convertible~~In ~~Notes~~addition, although ~~into~~we ~~shares~~believe ofthat ~~common~~our ~~stock on~~business ~~the~~methods ~~completion~~and ofproprietary software ~~this~~have ~~offering~~been sodeveloped ~~long~~independently asand wedo ~~redeem~~not ainfringe ~~portion~~ upon of the ~~shares~~rights of ~~common~~others, ~~stock~~third ~~issued~~parties onmight ~~such conversion~~assert ~~for~~ infringement atclaims ~~least~~against ~~$30.0~~us ~~million~~ in ~~cash. Assuming an initial public offering price of $ (~~the ~~mid-point~~future ofor ~~the~~our ~~range~~business ~~set~~ methods ~~forth~~and onsoftware ~~the~~may ~~cover~~be offound ~~this~~to ~~prospectus),~~infringe weupon ~~will~~the ~~redeem shares~~ proprietary ofrights ~~common stock. See “Description~~ of ~~Capital~~ ~~Stock” and “Description of Certain Indebtedness~~others.”

~~Our~~ We ~~management will~~ have ~~significant flexibility~~ in identified ~~applying~~material aweaknesses ~~large~~in ~~portion~~our ofinternal ~~the~~controls ~~net proceeds of this~~over ~~offering.~~ financial ~~Pending~~reporting ~~their ultimate use~~which, weif ~~intend~~not tosuccessfully ~~invest~~remediated, ~~the~~could ~~net~~ cause ~~proceeds~~us ofto ~~this~~fail ~~offering not used~~ to ~~redeem~~timely ~~shares~~report of our ~~common~~ ~~stock~~financial ~~or to pay accumulated dividends and accrued interest in short-term~~results, ~~investment grade securities,~~prevent ~~certificates~~ fraud ofand ~~deposit~~avoid ormaterial ~~direct~~misstatements orin ~~guaranteed~~our ~~obligations of~~financial ~~the United States government~~ statements.

In connection with the preparation of our financial statements for the years ended December 31, 2009 and 2010, we identified several material weaknesses in our internal controls over financial reporting, some of which were not properly remedied from prior years. A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses that existed as of December 31, 2010 were identified in 2009 and were not properly remediated. These material weaknesses included the following:


	•	At one of our foreign subsidiaries, we identified a lack of controls over (i) the review and approval of journal entries, (ii) the approval of and payments to vendors and (iii) the issuance of vendor credits.

	•	At one of our U.S. subsidiaries, we identified (i) a lack of segregation of duties and formal evidence of review and approval of payments to vendors and account reconciliations and (ii) a lack of sufficient and appropriate evidence supporting vendor credits, and, at our corporate headquarters, we identified a lack of approval of contracts.

~~DIVIDEND~~ A ~~POLICY~~remediation process designed to eliminate the identified deficiencies is underway. See “Management’s Discussion of Financial Condition and Results of Operations — Material Weaknesses and Remediation Efforts.” However, we do not expect the remediation plan to be completed until later in 2011. Even though we have initiated and in some instances implemented a number of remedial actions, there can be no assurance that the measures we have taken, or will take, will be on schedule or effective to address the issues identified or that similar weaknesses or deficiencies will not recur in the future. As a result of these and similar activities, management’s attention may be diverted from other business concerns, which could have a material adverse effect on our business.

On If ~~December 29,~~the ~~2003~~remedial policies, inprocedures ~~connection~~and ~~with~~systems ~~our~~we implement, ~~recapitalization~~ resources ~~and~~we add or personnel we hire are insufficient to address the ~~refinancing~~identified ofmaterial weaknesses, or if additional material weaknesses or significant deficiencies in our ~~senior~~internal controls ~~indebtedness~~are discovered in the future, we may be unable to report our ~~board~~financial ofresults ~~directors~~on ~~declared~~a ~~aggregate~~timely ~~cash~~basis ~~dividends~~or ofto ~~$5.9~~prevent ~~million~~ fraud, ~~payable~~our consolidated financial statements may contain material misstatements or we may not be able to ~~the~~comply ~~holders~~with applicable financial reporting requirements and the requirements of our ~~common~~various ~~stock~~financing agreements. WeIf ~~paid~~ any of these ~~dividends~~events occur, inour ~~March~~business and ~~April~~reputation ~~2004~~may be significantly harmed and investors may not want to own our securities. Failure to comply with reporting requirements under our various financial agreements could result in defaults thereunder and acceleration of outstanding indebtedness.

~~Except for the dividends discussed above, we have~~ ~~not,~~ We ~~since~~may our inception, paid any cash dividends on our common stock. Our board of directors currently intends to retain any future earnings to support our operations and to finance the growth and development of our business and does not ~~intend to~~ ~~pay~~ have ~~any~~adequate ~~cash~~liquidity ~~dividends~~or ~~on our common stock in the foreseeable future. Any future payment of such cash dividends will be at the discretion of the board of directors and will depend on our results of operations,~~ capital ~~requirements, contractual restrictions and any other factors deemed relevant by the board~~resources. ~~Both our secured credit facility and our open account terms with Motorola restrict our ability to pay dividends. See “Description of Certain Indebtedness.”~~

We require cash or committed liquidity facilities for general corporate purposes, such as funding ongoing working capital, acquisition and capital expenditure needs. For the twelve months ended December 31, 2010, we used cash for operating activities of $159.3 million. As of December 31, 2010, we had cash and cash equivalents of $159.2 million. In addition, we have access to credit lines of approximately $1.1 billion, with a gross availability of approximately $0.5 billion as of December 31, 2010. In November 2010, we raised $250.0 million through the sale of senior unsecured notes (the “2016 Notes”). In December 2010, we increased our revolving credit facility to a total facility size of $500.0 million, with an option for an additional uncommitted $100.0 million financing. Our ability to satisfy our cash needs will depend on our ability to generate cash from operations and to access the financial markets, both of which will be subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control. We may, in the future, need to access the financial markets to satisfy our cash needs. Our ability to obtain external financing will be affected by general financial market conditions and our future debt ratings. Further, any increase in our level of debt, change in status of our debt from unsecured to secured debt, or deterioration of our operating results may cause a reduction in our future debt ratings. Any downgrade in our debt rating or tightening of credit availability could impair our ability to obtain additional financing or renew existing credit facilities on acceptable terms. Under the terms of any future external financing, we may incur higher than expected financing expenses. A lack of access to adequate capital resources could have a material adverse effect on our liquidity and our business.

We have a substantial amount of indebtedness which may adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness.

In the fourth quarter of 2010, we issued the 2016 Notes and entered into an amended and restated $500.0 million asset-based revolving credit facility (the “ABL Revolver”). As of December 31, 2010, our total indebtedness was $453.8 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Our substantial indebtedness could have important consequences, including the following:


	•	Increased difficulty for us in satisfying our obligations with respect to our existing 2016 Notes, including any repurchase obligations that may arise thereunder;

	•	Increased vulnerability to economic downturns and adverse developments in our business;

~~CAPITALIZATION~~ • A requirement that a substantial portion of cash flow from operations be allocated to the payment of principal and interest on the 2016 Notes and, to the extent incurred, indebtedness under the ABL Revolver and any other indebtedness, therefore reducing our ability to use our cash flow to fund our operations and capital expenditures and to invest in future business opportunities; • Exposure to the risk of increased interest rates as borrowings under our ABL Revolver carry variable rates of interest; • Restrictions on our ability to take advantage of strategic opportunities or our ability to make non-strategic divestitures; • Limitations on our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, restructuring, acquisitions or general corporate or other purposes, which could be exacerbated by further volatility in the credit markets; • Disadvantages compared to our competitors who have proportionately less debt; • Limited flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and • Failure to satisfy our obligations under the 2016 Notes or our other indebtedness or failure to comply with the restrictive covenants contained in the indenture that governs the 2016 Notes and the credit agreement that governs our ABL Revolver or our other indebtedness could result in an event of default which could result in all of our indebtedness becoming immediately due and payable and could permit the holders of the notes and our other secured lenders to foreclosure on our assets securing such indebtedness.

~~You~~ Despite ~~should~~our ~~read~~current ~~the~~level ~~data in the table below in conjunction with “Management’s Discussion and Analysis~~ of ~~Financial~~indebtedness, ~~Condition~~we and ~~Results of Operations” and~~ our ~~consolidated~~ subsidiaries ~~financial~~may ~~statements~~incur ~~and~~significant ~~related~~additional ~~notes appearing~~indebtedness, ~~elsewhere~~ including insecured ~~this~~indebtedness, ~~prospectus.~~in ~~See~~the ~~“Summary Consolidated Financial Data” for a discussion of our pro forma and pro forma as adjusted balance sheet data as of March 31, 2004~~future.

The ~~table~~terms ~~below~~of our ~~sets~~debt ~~forth~~covenants could limit our ~~cash~~flexibility ~~and~~in ~~cash~~operating our ~~equivalents~~ business and ~~capitalization~~our asability ofto ~~March 31,~~raise ~~2004:~~additional funds.

	•	On an actual basis;
	•	On a pro forma basis to reflect each of the following events as if it had occurred as of March 31, 2004:

The agreements that govern the terms of our debt, including the indenture that governs the 2016 Notes and the credit agreement that governs our ABL Revolver, contain, and the agreements that govern our future indebtedness may contain, covenants that restrict our ability and the ability of our subsidiaries to:

• ~~our~~incur ~~payment~~additional indebt; ~~April~~• ~~2004~~make ofcertain ~~previously~~payments, ~~declared~~including ~~unpaid~~ dividends ofor ~~$5.4~~other ~~million~~distributions, towith ~~our~~respect ~~two~~to ~~original stockholders in connection with~~ our ~~December~~capital ~~2003~~stock, ~~recapitalization~~or ~~and~~prepayments ~~the refinancing~~ of ~~our~~subordinated ~~senior~~ debt; ~~(which~~• ~~amount~~make iscertain ~~accrued~~investments asor asell ~~current liability on our March 31, 2004 consolidated balance sheet)~~assets; • ~~our~~create ~~payments~~certain inliens ~~April~~or ~~and~~engage ~~July~~in ~~2004~~sale ~~of (1) aggregate accumulated dividends of $1.2 million to the holders of our Series A Preferred Stock~~ and ~~(2)~~leaseback ~~aggregate~~transactions; ~~accrued~~• ~~interest~~provide ofguarantees ~~$1.7~~for ~~million~~certain todebt; ~~the~~• ~~holders~~enter ofinto ~~our~~restrictions ~~2008~~on ~~Convertible Notes (~~the ~~April~~payment ~~portions~~ of ~~both~~dividends ofand ~~which~~other amounts ~~are~~by ~~accrued~~subsidiaries; as• ~~current~~engage ~~liabilities~~in oncertain ~~our~~transactions ~~March~~with ~~31, 2004 consolidated balance sheet)~~affiliates; • ~~our payment of a $100~~consolidate,~~000~~ ~~fee~~merge inor ~~connection~~transfer ~~with~~all ~~the~~or ~~April~~substantially ~~2004 termination of our previous revolving credit facility and the repayment of~~ all ~~amounts outstanding thereunder and under~~ our previous revolving bank line of credit from borrowings made under our new credit facility with PNC Bank and other lenders, resulting in the $15.6 million bank line of credit being classified as long-term debtassets; and • ~~our~~enter ~~repurchase~~into inother ~~July~~lines ~~2004~~ of ~~the equity interests of the former minority interest holder of our El Salvadorean and Guatemalan subsidiaries~~business. ~~See “Certain Relationships and Related Party Transactions” and “Description of Certain Indebtedness”; and~~

• A Onbreach of the covenants or restrictions under the indenture that governs the 2016 Notes, the credit agreement that governs the ABL Revolver or any agreement that governs any other indebtedness could result in a ~~pro~~default ~~forma~~under asthe ~~adjusted~~applicable indebtedness. ~~basis~~Such todefault ~~reflect~~or ~~each~~any ofpayment default may allow the creditors ~~following~~to ~~additional~~accelerate ~~events~~the asrelated ifdebt itand ~~had~~may ~~occurred~~result asin the acceleration of ~~March~~any ~~31, 2004:~~other

• our conversion of the outstanding shares of Series A Preferred Stock (at the conversion ratio of 1 to 1) into 3,750,000 shares of common stock on the completion of this offering; • our conversion of the aggregate principal amount of the 2008 Convertible Notes (at the conversion price of $8.00 per share) into 3,968,750 shares of common stock on the completion of this offering; • our sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, the mid-point of the range set forth on the cover of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us; • our use of $ million of the net proceeds of this offering to redeem a prescribed portion (i.e., shares at a per share redemption price of $ ) of the shares of common stock issued on the conversion of our Series A Preferred Stock and 2008 Convertible Notes and to pay accumulated dividends and accrued interest thereon. The actual dividend and interest amounts to be paid will depend on the actual date of payment; and

• debt ~~our~~to ~~repayment~~which ofa $cross-acceleration or cross-default provision applies. In addition, an event of ~~outstanding~~default ~~indebtedness~~under our ABL Revolver would permit the lenders under our ~~secured~~ABL ~~revolving~~Revolver to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts due and payable under our ~~prepayment~~ABL ofRevolver, $those ~~owed~~lenders ~~under~~could anproceed against ~~open~~the ~~account~~collateral ~~with~~granted ~~one~~to ofthem to secure that indebtedness. In the event our ~~suppliers~~lenders ~~from~~and holders of the ~~net~~2016 Notes ~~proceeds~~accelerate the repayment of ~~this~~our ~~offering~~borrowings, we cannot assure that we and our subsidiaries would have sufficient assets to repay such indebtedness.

~~See~~ In ~~“Use~~the ~~of Proceeds~~past,~~” “Description~~ ofwe ~~Capital~~have ~~Stock”~~obtained ~~and~~waivers ~~“Description~~from our lenders for non-compliance with certain of ~~Certain~~the ~~Indebtedness~~covenants related to our indebtedness.” Although no waiver for non-compliance with any covenant related to our indebtedness is currently required, we cannot predict whether we will need future waivers or whether we will be able to obtain them.

~~The~~ These ~~share~~restrictions ~~information~~may restrict our financial flexibility, limit any strategic initiatives, restrict our ability to grow or limit our ability to respond to competitive changes. As a result of these covenants, we will be limited in the ~~table~~manner ~~below~~in ~~excludes~~which we can conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. Accordingly, these restrictions may limit our ability to successfully execute our strategy and operate our business. In addition, as a result of a default of any covenant and any actions the ~~following:~~lenders may take in response thereto, we could be forced into bankruptcy or liquidation.

	•	up to 2,500,000 shares of common stock subject to issuance under our 2004 Stock Incentive Plan (1,382,500 of which shares are subject to issuance on the exercise of options that we have granted in 2004, with a weighted average exercise price of $8.06 per share); and
	•	shares of common stock that may be issued by us on any exercise of the underwriters’ option to purchase additional shares from us.

Risks Related to This Offering

				As of March 31, 2004
										Pro Forma
				Actual			Pro Forma			As Adjusted
				(in thousands, except share data)
Cash and cash equivalents				$	25,737		$	16,336		$
Debt:
	Senior secured credit facilities (including current portions):
		Revolving credit facility (previous)(1)		$	26,833		$	—		$	—
		Revolving bank line of credit(2)			15,583			—			—
		Revolving credit facility (new)(3)			—			42,416
	2008 Convertible Notes				31,750			31,750			—
	Other debt(4)				25,634			25,634
			Total debt		99,800			99,800
Stockholders’ equity:
	Series A Convertible Preferred Stock, $0.0001 par value per share; 5,000,000 shares authorized; actual and pro forma — 3,750,000 shares issued and outstanding; and pro forma as adjusted — no shares issued and outstanding				0			0			—
	Common Stock, $0.0001 par value per share; 50 million shares authorized; actual and pro forma — 20,869,213 shares issued and outstanding; and pro forma as adjusted — shares issued and outstanding				2			2
	Additional paid-in capital				28,171			28,586
	Retained earnings				68,487			66,954
	Foreign currency translation adjustments				(9,792	)		(9,792	)
			Total stockholders’ equity		86,868			85,750
			Total capitalization	$	186,668		$	185,550		$

The voting power of our capital stock will be concentrated in our Chairman and Chief Executive Officer, which will limit your ability to influence corporate matters.

(1)	Our previous revolving credit facility provided for borrowings of up to $30.0 million, of which $26.8 million was outstanding as of March 31, 2004. This credit facility was terminated by us on or about April 26, 2004 and repaid in full from borrowings made under our new revolving credit facility.
(2)	Our previous revolving bank line of credit provided for borrowings of up to $24.0 million, of which $15.6 million was outstanding as of March 31, 2004. This bank line of credit was terminated by us on or about April 26, 2004 and repaid in full from borrowings made under our new revolving credit facility.
(3)	Our new secured revolving credit facility provides for borrowings of up to $70.0 million, of which $49.2 million was outstanding as of June 30, 2004. We intend to use a portion of the net proceeds of this offering to repay $ of the outstanding indebtedness under such facility and to prepay $ owed to one of our suppliers that provides an early payment discount. See “Use of Proceeds.”
(4)	Included in such amount is a $20.0 million loan by American Express Bank International to us. See “Description of Certain Indebtedness – American Express Bank International Loan.”

Following the completion of this offering, our Class B common stock will have 5 votes per share except in limited circumstances, and our Class A common stock, which is the stock we are selling in this offering, will have one vote per share. Following the completion of this offering, Mr. Claure will beneficially own 100% of our Class B common stock, representing approximately % of the combined voting power of our outstanding common stock and % of our total equity ownership assuming the underwriters’ option to purchase additional shares is not exercised. Mr. Claure will have the ability to take stockholder action with respect to certain matters without the vote of any other stockholder and without having to call a stockholder meeting, and investors in this offering will not be able to affect the outcome of those stockholder votes during this period. Mr. Claure will continue to control most matters submitted to our stockholders for approval even though he will beneficially own less than 50% of the outstanding shares of our common stock due to the fact that each share of Class B common stock will entitle him to 5 votes, except in limited circumstances. As a result, Mr. Claure may, through our board of directors, influence all matters affecting us, including:


	•	any determination with respect to our business plans and policies (except for fundamental changes to our business);

	•	our financing activities; and

	•	other significant corporate transactions.

This concentration of voting control will limit your ability to influence corporate matters and, as a result, we may take actions that our Class A common stockholders may not view as beneficial. See “Description of Capital Stock — Common Stock” and “Description of Capital Stock — Voting Rights” for a more detailed discussion of the relative rights of the Class A and Class B common stock.

~~DILUTION~~ We will be a “controlled company” within the meaning of the Nasdaq Stock Market rules, and, as a result, will rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

If After ~~you~~the ~~buy~~completion ~~shares~~of this offering, Mr. Claure will beneficially own more than 50% of ~~our~~the ~~common~~combined ~~stock~~voting inpower ~~this~~of ~~offering,~~ our ~~your~~outstanding ~~ownership~~common ~~interest~~stock, and we will be ~~diluted~~a to“controlled company” under the ~~extent~~Nasdaq Stock Market corporate governance of standards. ~~the~~As ~~difference~~a ~~between~~controlled company, certain exemptions under the Nasdaq ~~initial~~Stock ~~public~~Market ~~offering~~corporate ~~price~~governance ~~per share~~standards offree ~~our~~us ~~common~~from the ~~stock~~obligation ~~and~~to ~~our~~comply ~~pro~~with ~~forma~~certain asNasdaq ~~adjusted~~Stock ~~net~~Market ~~tangible~~ corporate ~~per~~governance ~~share~~standards, ~~book~~including ~~value~~that ~~immediately~~a ~~after~~majority ~~the~~of ~~completion~~our board of ~~this~~directors ~~offering~~consist of independent directors.

~~The~~ As ~~pro~~a ~~forma~~result ~~net tangible book value~~ of our ~~common~~ ~~stock~~use as of ~~March 31,~~the ~~2004~~“controlled ~~was approximately~~company” ~~$ million~~ exemptions, ~~or $ per~~you ~~share.~~will ~~Our~~not ~~pro~~have ~~forma~~the ~~net~~same ~~tangible book~~protection ~~value~~afforded ~~per share represents our tangible assets less our total liabilities, after giving effect~~ to ~~the conversion of the~~ ~~aggregate~~ stockholders ~~principal amount~~ of ~~our~~companies ~~2008~~that ~~Convertible~~are ~~Notes~~subject ~~into shares of our common stock, divided by the pro forma number of shares of common stock outstanding after giving effect~~ to ~~the conversion~~all of ~~our Series A Preferred Stock and~~ the ~~aggregate~~ ~~principal amount of our 2008 Convertible Notes as of~~Nasdaq ~~March 31,~~ Stock ~~2004~~Market ~~into~~corporate ~~shares~~governance of common stock on the completion of this offering (assuming an initial public offering price of $ per share, the mid-point of the range set forth on the cover of this prospectus) and the related redemption of of such converted sharesstandards. ~~See “Use of Proceeds.”~~

~~Dilution in net tangible book value per share~~ ~~represents the difference between the per share amount paid by~~ Lindsay ~~purchasers~~ Goldberg’s ofinterests ~~shares~~may ofconflict ~~common~~with ~~stock~~those ~~in this offering and the pro forma as adjusted net tangible per share book value~~ of ~~our~~other ~~common stock immediately after the completion of this offering~~ stockholders.

~~After~~ Our ~~giving~~stockholders’ ~~effect~~agreement toprovides ~~the~~that ~~sale~~Lindsay ~~of the common~~Goldberg ~~stock~~ is ~~offered~~not byprohibited usfrom ~~and~~investing ~~after~~or ~~deducting~~participating ~~underwriting~~in ~~discounts~~competing ~~and~~ businesses. ~~commissions~~Lindsay ~~and~~Goldberg ~~estimated~~is ~~offering~~in ~~expenses~~the ~~payable~~business byof ~~us,~~making ~~and~~ investments ~~the~~in ~~application~~companies ofand ~~the~~may ~~net~~from ~~proceeds~~time ~~therefrom~~ to ~~redeem~~time ~~(at an~~acquire ~~assumed initial offering price of $ per~~and ~~share,~~ hold ~~the~~interests ~~mid-point~~in ofbusinesses ~~the~~that ~~range~~compete ~~set~~directly ~~forth~~or ~~on the cover of this~~indirectly ~~prospectus)~~ with ~~an aggregate of $30~~us.0 ~~million~~Lindsay ofGoldberg ~~the~~may ~~shares~~also ~~of common~~pursue ~~stock issued on the conversion of our Series A~~acquisition ~~Preferred~~ opportunities ~~Stock~~that ~~and~~are ~~2008~~complementary ~~Convertible Notes and~~ to ~~pay accumulated~~our ~~dividends~~business and ~~accrued interest thereon~~, as ~~described~~a ~~under “Use of Proceeds”~~ result, ~~the~~those ~~pro~~acquisition ~~forma~~opportunities asmay ~~adjusted~~not ~~net tangible~~be ~~book~~available ~~value of our common stock as of March 31,~~to ~~2004 would have been approximately $ million, or $ per share~~ us. ~~This~~To ~~represents~~the anextent ~~immediate~~they ~~increase~~invest in ~~pro~~such ~~forma~~other ~~net~~businesses, Lindsay ~~tangible~~ Goldberg ~~book~~may ~~value~~have ofdiffering ~~approximately~~interests ~~$ per share~~than to our ~~existing stockholders and an immediate dilution of~~other ~~approximately $ per share to purchasers of shares in this offering~~ stockholders. ~~The following table illustrates the per~~ ~~share dilution:~~

Assumed initial public offering price per share			$
	Pro forma net tangible book value per share as of March 31, 2004	$
Increase in pro forma net tangible book value per share attributable to this offering
Pro forma as adjusted net tangible book value per share after this offering
Dilution per share to new investors in this offering			$

There has been no public market for our Class A common stock; our stock price could be volatile and could decline following this offering, resulting in a substantial loss on your investment.

~~The~~ Prior ~~following~~to ~~table~~this ~~summarizes~~offering, asthere ofhas been no public market for our ~~March~~ Class 31A common stock. We cannot predict the extent, ~~2004~~if any, to onwhich ~~the~~an ~~pro~~active ~~forma~~trading ~~basis~~market ~~described~~for ~~above,~~our ~~the~~Class A common ~~number~~ stock ofwill ~~shares~~develop or be sustained. The absence of ~~common~~any ~~stock~~active trading ~~(or~~market ~~common~~could ~~stock~~adversely ~~equivalents)~~affect your ability to sell ~~purchased~~ shares ~~from~~that ~~us,~~you own and could depress the ~~value~~market price of ~~the~~those shares. ~~total~~The ~~consideration~~initial ~~paid~~public tooffering price will be determined through negotiations among us, orthe ~~attributed~~selling tostockholders and the representatives ~~shares~~of ~~purchased,~~the underwriters and ~~the~~may ~~average~~bear ~~price~~no relationship ~~per~~ to ~~share~~the ~~paid~~price toat ~~us,~~which orour ~~attributed~~Class A tocommon stock will trade following the ~~shares~~completion ~~purchased~~of this offering. In general, bythe stock ~~our~~ market ~~existing~~has ~~stockholders~~been ~~and~~highly tovolatile beand ~~paid~~the bymarket ~~investors~~price ~~purchasing~~of our ~~shares~~ Class A incommon ~~this~~stock ~~offering~~may also be volatile. ~~The~~Investors ~~calculations~~may incur ~~below~~substantial ~~are~~losses ~~based~~as ona ~~an assumed~~result ~~initial~~of ~~public~~decreases ~~offering~~in the market price of ~~$ per~~our Class A common stock, including decreases ~~share~~ unrelated to our financial condition, ~~the~~operating ~~mid-point~~performance or prospects. The market price of ~~the~~our ~~range~~Class A ~~set~~common ~~forth~~stock could onfluctuate ~~the~~widely ~~cover~~or decline as a result of ~~this~~a number of ~~prospectus~~ factors, ~~before~~including those under “— Risks Related to Our Business” and the following:


	•	our short- and long-term operating performance and the operating performance of other companies within the wireless device industry;

	•	changes in our net sales or net income or in estimates of or recommendations by securities analysts;

	•	speculation in the media or investment community;

	•	political, monetary, social and economic events and conditions in our geographic markets, including in particular Latin America;

	•	currency fluctuations and devaluations;

	•	acts of God, hostilities and terrorist acts; and

~~deducting~~• ~~underwriting~~general ~~discounts~~financial and ~~commissions and~~economic ~~estimated~~conditions, ~~offering~~including ~~expenses~~factors ~~payable~~not bydirectly usrelated ~~(in~~to ~~thousands, except~~our ~~price per share data):~~ performance.

		Shares Purchased					Total
		Or Converted					Consideration					Average
												Price
		Number		Percent			Amount		Percent			Per Share
Existing common stockholders			20,869			%	$	387			%	$	0.02
Series A Preferred Stockholders and 2008 Convertible Noteholders (as converted)			7,719					61,750					8.00
New public investors
	Total				100	%	$			100	%	$

In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock trading price. Any such litigation against us could involve substantial costs and liability and significantly divert our management’s time, attention and resources regardless of the merits of such litigation.

If ~~the underwriters were to exercise in full~~securities ~~their~~ or ~~option~~industry ~~to purchase additional shares~~analysts ~~from~~do usnot atpublish ~~the~~research ~~assumed~~or ~~initial public offering price of~~publish ~~$ per~~ inaccurate ~~share~~or ~~less~~unfavorable ~~the~~research ~~underwriters’ discount,~~about ~~the percentage of shares held by~~ our ~~existing stockholders~~business, ~~(on an as converted basis) would decrease to % of~~ our ~~outstanding shares of~~stock ~~common~~ price ~~stock~~ and ~~the~~trading ~~number~~volume ofcould ~~shares held by new investors would increase to , or % of our outstanding shares~~decline.

The ~~table~~trading ~~above~~market ~~assumes~~for our Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no ~~options~~securities ~~are~~or industry analysts ~~exercised~~ commence coverage, the trading price for our Class A common stock could be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, ~~therefore~~our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, ~~excludes:~~demand for our Class A common stock could decrease, which could cause our stock price and trading volume to decline.

	•	up to 2,500,000 shares of common stock subject to issuance under our 2004 Stock Incentive Plan (1,382,500 of which shares are subject to issuance on the exercise of options that we have granted in 2004, with a weighted average exercise price of $8.06 per share); and
	•	shares of common stock that may be issued by us on any exercise of the underwriters’ option to purchase additional shares from us.

Some provisions of our certificate of incorporation and by-laws could delay or prevent transactions that many stockholders may favor.

To Some ~~the~~provisions ~~extent~~of ~~that~~our ~~any~~certificate ~~outstanding~~of ~~options,~~incorporation orand by-laws, ~~any~~ to ~~options~~be oreffective ~~warrants~~upon ~~that~~completion weof ~~may~~this ~~grant~~offering, incould have the effect ~~future,~~of ~~with~~delaying or preventing a tender offer or other ~~exercise~~ takeover ~~prices~~attempt ~~below~~of ~~the~~our ~~initial~~company ~~public~~that ~~offering~~many ~~price~~of ~~are~~our stockholders ~~exercised~~ might consider favorable, ~~there~~including ~~would~~attempts bethat ~~further~~might ~~dilution~~result in toa premium over the ~~new~~prevailing ~~public~~market price of our ~~investors~~ Class A common stock. InThese ~~addition,~~provisions weare ~~may~~intended ~~determine~~by us to ~~raise~~enhance ~~additional~~the likelihood of stability in the composition of our ~~equity~~ board ~~capital~~of ~~due~~directors toand ~~market~~in ~~conditions~~the policies of the board and~~/or~~ ~~strategic~~to ~~considerations,~~ discourage ~~even~~or ifdelay wecertain ~~believed~~transactions that weinvolve ~~have sufficient~~a ~~capital~~ potential ~~for~~change ~~our~~in ~~current~~control ~~and~~of ~~future~~our ~~operations~~company. IfThey weare ~~raise~~designed ~~additional~~ also ~~capital~~to ~~through~~reduce our ~~sales~~vulnerability ofto ~~equity~~an unsolicited acquisition proposal and~~/or~~ to discourage some tactics often used in proxy ~~convertible~~ contests. ~~debt~~These ~~securities~~provisions, ~~there~~however, could behave ~~further~~the ~~dilution~~effect of discouraging others from making tender offers for shares of our Class A common stock. These provisions may also have the effect of preventing or delaying changes in our management. See “Description of Capital Stock” for a more detailed discussion of these provisions.

The change in control provisions of certain of our agreements with our principal manufacturer customers, our amended and restated credit facility and the indenture governing the 2016 Notes could impede or prevent transactions that many of our stockholders might favor.

Certain of our agreements with Motorola and our distribution agreement with Samsung contain provisions that allow for the immediate termination of such agreements in the event of a change of control of our company (other than in connection with this offering). Additionally, under the terms of our amended and restated credit facility with PNC Bank (and other lenders), a change in control of our company (other than in connection with this offering) would constitute an event of default and our obligations under such amended and restated credit facility could be accelerated and under our indenture governing the 2016 Notes, upon a change of control, holders of the notes have the right to require us to repurchase the notes. Such provisions could have the effect of delaying or preventing a tender offer or other takeover attempt of our company that many of our stockholders might consider favorable, including offers or attempts that might result in a premium over the prevailing market price of our Class A common stock. They may also have the effect of preventing or delaying changes in our management.

~~SELECTED~~ Our ~~CONSOLIDATED~~management may ~~FINANCIAL~~fail ~~DATA~~to effectively use the net proceeds of this offering.

~~The~~ As ~~following~~described ~~consolidated~~in ~~statement~~“Use of ~~income data~~Proceeds,” ~~for~~we ~~each~~intend ofto ~~the five years ended December 31, 2003 and~~use the ~~consolidated~~net ~~balance~~proceeds ~~sheet data as~~ of ~~each~~this ofoffering ~~the~~for ~~five~~general ~~years~~corporate ~~ended December 31, 2003 have been derived from our audited consolidated financial statements~~ purposes. Our ~~consolidated~~management ~~financial statements~~will ashave ofdiscretion ~~December 31,~~in ~~2002~~applying ~~and 2003 and for~~ the ~~years~~ net ~~ended December 31, 2002 and 2003, which have been audited by Deloitte & Touche LLP, our independent registered public accounting firm, appear elsewhere in this prospectus~~proceeds. ~~Our consolidated~~Allocation ~~financial statements as~~ of ~~December 31, 1999, 2000 and 2001 and for~~ the ~~years~~net ~~ended~~proceeds ~~December 31,~~will ~~1999, 2000~~be ~~and~~subject ~~2001 were audited by Arthur Andersen LLP, which has~~to ~~ceased~~ future ~~operations,~~economic ~~and~~conditions, ~~except~~changes ~~for the consolidated statements of income, stockholders’ equity and comprehensive income and cash flows for the year ended December 31, 2001, are not included~~ in ~~this~~our ~~prospectus.~~business ~~The~~plan ~~consolidated statement of income data for the three-month periods ended March 31, 2003~~ and ~~2004 and the consolidated balance sheet data as of March 31, 2004 have been derived from~~ our ~~unaudited interim~~ ~~consolidated~~ responses ~~financial~~to ~~statements~~competitive ~~that appear elsewhere in this prospectus~~pressures. ~~The consolidated balance sheet data as of March 31~~Accordingly, ~~2003 have been derived from~~ our ~~unaudited~~management ~~consolidated~~ may ~~balance~~ineffectively ~~sheet~~apply asa ofportion ~~March 31, 2003, which is not included in this prospectus. In the opinion~~ of ~~management,~~ the ~~unaudited~~net ~~consolidated financial statements for the three-month periods ended March 31~~proceeds, ~~2003~~or ~~and 2004 include~~may ~~all~~ apply ~~adjustments~~the ~~(consisting~~net ~~only~~proceeds ofin ~~normal~~ways ~~recurring adjustments)~~ that ~~are~~investors ~~necessary~~did ~~for a fair presentation of such statements. Our historical results are~~ not ~~necessarily indicative of results to be expected for any future periods~~expect.

~~You should read this selected consolidated~~ ~~financial~~ A ~~data in conjunction with “Management’s~~substantial ~~Discussion~~ number ~~and Analysis~~ of ~~Financial~~shares ~~Condition~~will ~~and~~be ~~Results~~eligible ~~of Operation”~~for ~~and~~resale ~~our~~in ~~consolidated~~the ~~financial~~near ~~statements and~~future, ~~related~~ which ~~notes~~could ~~appearing~~cause ~~elsewhere~~our inClass A ~~this~~common ~~prospectus~~stock price to decline.

																	Three Months
		Year Ended December 31,															Ended March 31,
		1999			2000			2001			2002			2003			2003			2004
		(in thousands, except per share amounts)
Consolidated Statement of Income Data:
	Net sales	$	139,858		$	354,540		$	630,053		$	848,671		$	1,204,834		$	199,539		$	338,911
	Gross profit		12,458			27,959			45,873			62,660			96,621			17,992			25,146
	Selling, general and administrative expenses		6,047			12,424			18,389			28,115			42,545			9,943			11,332
	Operating income		5,588			13,859			26,089			32,662			51,449			7,398			12,573
	Interest expense		(141	)		(2,813	)		(2,684	)		(4,497	)		(5,872	)		(1,165	)		(1,900	)
	Foreign exchange gain (loss)		(80	)		628			(1,510	)		(2,112	)		(1,914	)		(446	)		1,655
	Income before provision for income taxes, minority interests and extraordinary gain		6,080			11,534			22,520			27,646			44,762			6,491			12,601
	Provision for income taxes		(808	)		(4,454	)		(8,668	)		(9,707	)		(13,382	)		(2,147	)		(4,108	)
	Income before minority interests and extraordinary gain		5,272			7,080			13,852			17,938			31,379			4,344			8,492
	Minority interests		—			(77	)		(1,159	)		(1,739	)		(2,326	)		(376	)		(663	)
	Income before extraordinary gain		5,272			7,003			12,692			16,199			29,054			3,968			7,829
	Extraordinary gain		—			—			—			1,719			—			—			—
	Net income		5,272			7,003			12,692			17,918			29,054			3,968			7,829
	Net income attributable to common stockholders		5,272			7,003			12,692			17,918			29,054			3,968			7,229
Earnings per share of common stock:
	Basic earnings per share	$	0.19		$	0.26		$	0.47		$	0.66		$	1.07		$	0.15		$	0.34
	Diluted earnings per share	$	0.19		$	0.26		$	0.47		$	0.66		$	1.07		$	0.15		$	0.29
Weighted average number of common shares used in calculations:
	Basic		27,233			27,233			27,233			27,233			27,233			27,233			21,293
	Diluted		27,233			27,233			27,233			27,233			27,272			27,233			29,031

Sales of our Class A common stock in the public market after the completion of this offering, or even the perception that such sales may occur, could cause the market price of our Class A common stock to decline. Upon the completion of this offering, we will have shares of Class A common stock outstanding, assuming no exercise of the underwriters’ option to purchase additional shares or any outstanding stock options. The shares to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”). In addition, there will be shares of our Class B common stock outstanding at the completion of this offering held by Mr. Claure, which may be converted into shares of Class A common stock at any time and, under certain circumstances, will automatically be converted to shares of Class A common stock. Substantially all of the shares of the outstanding Class A common stock and the outstanding Class B common stock owned by our existing stockholders will be subject to lock-up agreements with the underwriters that restrict their ability to transfer capital stock for a period of at least 180 days from the date of this prospectus (or, as long as the company remains certified as a minority business enterprise, at least 365 days in the case of Mr. Claure). For a more detailed description of these agreements, see “Shares Eligible for Future Sale — Lock-up Agreements” and “Underwriting.” After the lock-up agreements expire, an aggregate of shares of Class A common stock (excluding the shares to be redeemed by us or sold upon any exercise of the underwriters’ option to purchase additional shares) and Class B common stock will be eligible for resale in the public market, subject to the applicable limitations of either Rule 144 or Rule 701 under the Securities Act. For a more detailed discussion of the shares eligible for future sale, see “Shares Eligible for Future Sale.”

Goldman, Sachs & Co. and J.P. Morgan Securities LLC, on behalf of all the underwriters, may in their discretion, at any time and without notice, release all or any portion of the shares subject to the lock-up agreements, which would result in shares being available for sale in the public market at an earlier date. Conversion of Class B common stock into Class A common stock and sales of Class A common stock by existing stockholders in the public market, the availability of these shares for resale or our future issuance of additional securities could cause the market price of our Class A common stock to decline, perhaps significantly.

Following the completion of this offering and the expiration of the lock-up period, assuming the conversion of our redeemable convertible preferred stock, the holders of an aggregate of shares of our Class A common stock (excluding the shares to be sold upon any exercise of the underwriters’ option to purchase additional shares) will be entitled to register their shares of common stock under the Securities Act. We have also granted demand and piggyback registration rights to the holders of shares of our Class A common stock. For a more detailed discussion of these registration rights, see “Certain Relationships and Related Transactions—Stockholders’ Agreement” and “Shares Eligible for Future Sale.”

Fulfilling our public company financial reporting and other regulatory obligations will be expensive and time consuming and may strain our resources.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will be required to implement specific corporate

		As of December 31,										As of March 31,
		1999		2000		2001		2002		2003		2003		2004
		(in thousands, except per share amounts)
Consolidated Balance Sheet Data:
	Cash and cash equivalents	$	1,399	$	1,282	$	17,159	$	20,306	$	43,481	$	6,393	$	25,737
	Working capital		4,782		12,539		24,947		63,511		110,918		66,227		141,523
	Total assets		35,930		109,913		209,961		314,111		425,504		228,396		435,169
	Total debt (including current portions)		9,748		19,943		5,000		41,452		51,730		44,416		99,800
	Total liabilities		29,144		96,205		183,626		274,092		340,000		186,237		348,301
	Total stockholders’ equity		6,786		13,708		26,336		40,019		85,504		42,159		86,868
	Cash dividends declared per share of common stock(1)	$	—	$	—	$	—	$	—	$	0.22	$	—	$	—

governance practices and adhere to a variety of reporting requirements under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the related rules and regulations of the Securities and Exchange Commission (the “SEC”), as well as the rules of The Nasdaq Stock Market.

~~(1)~~ In ~~connection~~accordance with Section 404 of Sarbanes-Oxley, our management ~~recapitalization~~will ~~and~~be required to conduct an annual assessment of the ~~refinancing~~effectiveness of our ~~senior~~internal ~~indebtedness~~control over financial reporting and include a report on these internal controls in the annual reports we will file with the SEC on Form 10-K as required. In addition, we will be required to have our independent ~~board~~registered public accounting firm provide an opinion regarding the effectiveness of ~~directors~~our ~~declared~~internal controls. We are in the ~~2003~~process ~~aggregate~~of ~~cash~~reviewing ~~dividends~~our internal control over financial reporting and are establishing formal policies, processes and practices related to financial reporting and to the identification of $5key financial reporting risks, assessment of their potential impact and linkage of those risks to specific areas and controls within our organization.9 ~~million~~If ~~payable~~we are not able to implement the ~~holders~~requirements of Section 404 in a timely manner or with adequate compliance, we may be subject to adverse regulatory consequences and there could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our ~~common~~financial ~~stock~~statements. WeThis ~~paid~~could have ~~these~~a ~~dividends~~material inadverse ~~March~~effect on our business and ~~April~~lead ~~2004~~to a decline in the price of our Class A common stock.

The Exchange Act will require us to file annual, quarterly and current reports with respect to our business and financial condition. Compliance with these requirements will place significant additional demands on our legal, accounting and finance staff and on our accounting, financial and information systems and will increase our legal and accounting compliance costs as well as our compensation expense as we will be required to hire additional accounting, finance, legal and internal audit staff with the requisite technical knowledge.

As a public company we will also need to enhance our investor relations, marketing and corporate communications functions. These additional efforts may strain our resources and divert management’s attention from other business concerns, which could have a material adverse effect on our business.

~~MANAGEMENT’S~~ CAUTIONARY STATEMENT ~~DISCUSSION~~CONCERNING ~~AND~~FORWARD-LOOKING ~~ANALYSIS~~STATEMENTS OF

~~FINANCIAL~~ We ~~CONDITION~~have ~~AND~~made ~~RESULTS~~statements OFunder the captions “Prospectus ~~OPERATIONS~~ Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and in other sections of this prospectus that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are predictions based on our current expectations and projections about future events which we believe are reasonable. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors.” You should specifically consider the numerous risks outlined under “Risk Factors.”

~~The~~ Although ~~following~~we ~~discussion~~believe ~~and analysis of~~ the ~~financial~~ ~~condition~~expectations ~~and~~reflected ~~results~~in ~~of operations of our company~~the ~~should~~ forward-looking bestatements ~~read~~are inreasonable, ~~conjunction~~we ~~with~~cannot ~~our consolidated financial~~guarantee ~~statements~~ future ~~and~~results, ~~related~~level ~~notes~~of ~~appearing~~activity, ~~elsewhere~~performance inor ~~this prospectus~~achievements. Moreover, ~~The~~neither ~~results~~we ofnor ~~operations~~any ~~described~~other ~~below~~person ~~are~~assumes ~~not~~responsibility ~~necessarily~~ for ~~indicative of~~ the ~~results~~accuracy toand becompleteness ~~expected~~of ~~for~~ any ~~future~~ ~~periods.~~of ~~This discussion contains~~ these forward-looking ~~statements~~ ~~that involve various risks and uncertainties~~statements. ~~For additional~~Except ~~information~~as ~~regarding~~required ~~some~~by oflaw, ~~the~~we ~~risks and~~assume ~~uncertainties~~ no ~~that~~duty ~~affect~~to ~~our~~update ~~business~~any ~~and~~of ~~the~~these ~~industry~~forward-looking instatements ~~which~~after we the ~~operate~~date ~~and~~of ~~apply~~this prospectus to anconform ~~investment in~~ our ~~common~~prior ~~stock, please~~statements ~~read “Risk Factors” and “Forward-Looking~~to ~~Statements”~~ actual ~~appearing~~results ~~elsewhere~~or inrevised ~~this prospectus~~expectations.

Overview

We are a leading distributor of wireless communications devices in the Americas. Increasingly, we also provide a variety of integrated supply chain and logistics services to some of our distribution customer base. In 2003, we sold more than 11.0 million wireless phones and generated over $1.2 billion in net sales, $51.4 million in operating income and $29.1 million in net income. Our operations have been profitable in every year since our inception. We are headquartered in Miami, Florida, with major distribution and fulfillment facilities in Miami, Chicago and Mexico City. We also operate local offices and distribution facilities in Puerto Rico and 14 countries in Latin America.

Since our inception in 1997, the primary source of our net sales has been the wholesale distribution of wireless phones and, to a lesser extent, accessories. In addition, we offer an array of integrated supply chain and logistics services that permit us to tailor specialized solutions primarily for our distribution customers. These services principally include customization services, just-in-time delivery, point-of-sale minimum/maximum inventory replenishment programs, information management, semi-knock down assembly services, reverse logistics and third-party logistics. We expect our integrated supply chain and logistics services business to grow, on a dollar basis and as a percentage of our overall sales, as we obtain new customers and our existing customers increase their use of these services. In addition, we have expanded our business through the distribution of wireless data products and, in partnership with Narbitec, LLC, or Narbitec, our 51%-owned subsidiary, the design, contract-manufacture and distribution of fixed wireless communications products.

Our net sales and net income have grown steadily since our inception without any significant acquisitions. This growth has been the direct result of our expansion into new geographic markets in the Americas, increased sales to existing customers, an increase in the overall number of wireless communications subscribers in the geographic markets that we serve and the introduction of new products and services to our customers. Although our industry is extremely competitive, we have generated consistent growth in net sales of these products in the geographic markets that we serve.

Our business is heavily dependent on our relationships with a few large wireless communications device suppliers, principally Motorola, Inc., or Motorola. Purchases from our three largest suppliers accounted for 65% of our total product purchases in the first quarter of 2004 and 75% of such purchases in 2003. The substantial majority of our products and services have been sold to large wireless network operators throughout Latin America. Sales in Mexico accounted for 32% of our consolidated net sales in the first quarter of 2004 and 36% of such sales in the first quarter of 2003. The calculation of our 2003 net sales in Mexico included $74.6 million of net sales to a customer outside of Mexico that are presently sourced from our Miami distribution center. Sales in other Latin American countries accounted for 29% of our consolidated net sales in the first quarter of 2004 and 26% of such sales in the first quarter of 2003. Sales to subsidiaries of América Móvil, Telefónica Móviles, BellSouth Corp., Telecom Italia and Verizon Communications, Inc. accounted for 61% of our consolidated net sales in the quarter ended March 31, 2004 and 69% of such sales in each of 2003 and 2002.

A significant portion of our net sales that originate in our Miami distribution center have been made to customers located outside of the United States and is reflected as net sales in the United States in the

~~notes to our consolidated financial statements~~ ~~appearing~~ USE ~~elsewhere in this prospectus. Typically, our sales~~OF ~~into new geographic regions are made through our Miami~~ PROCEEDS distribution center. As the level of our sales in such regions increases to a significant level, we generally establish additional facilities in those regions. We expect that our sales made through our U.S. distribution centers to customers outside of the United States will decrease as we expand our infrastructure outside of the United States. However, if we determine that it is more cost-effective to make sales to certain customers outside of the United States through our Miami distribution center, such sales sourced in the United States to customers outside the United States may increase. In the United States, we expect the growth in sales of wireless communications products to continue as a result of the limited product lifecycles of wireless communications devices, the promotional activities of wireless network operators, the introduction of new, more full-featured wireless communications products by manufacturers and the increased use of pre-paid wireless products and solutions.

~~Our~~ We ~~net~~will ~~sales~~receive ~~are~~net ~~subject~~proceeds tofrom ~~product~~this ~~availability and~~offering ~~seasonal fluctuation as a result~~ of ~~holidays, supplier and~~approximately ~~wireless network operator promotions and other events affecting customer demand~~ $ million, ~~including~~or ~~the introduction of new products. In~~approximately ~~addition,~~ $ million weif ~~believe that~~ the ~~timing of some of our shipments is~~underwriters ~~subject~~ exercise totheir ~~the~~option ~~preference of some of our Mexican customers~~ to purchase additional ~~inventory~~shares atin ~~the end of the year for their tax planning purposes. As a result~~full, ~~we generally experience~~ ~~higher~~ assuming ~~net~~an ~~sales~~initial inoffering ~~the~~price ~~second half~~ of ~~the year and, in~~ ~~particular,~~ $ per ~~in the fourth quarter for which payments are~~share, ~~in large part, received in~~ the ~~first~~midpoint ~~quarter~~ of the ~~succeeding~~ ~~calendar~~ range ~~year.~~set ~~Our~~forth ~~net~~on ~~sales for~~ the ~~quarter~~cover ~~ended~~page ~~March~~of ~~31, 2004~~this ~~were $338~~prospectus.9 ~~million~~We ~~as compared~~ intend to ~~$199.5~~use $ million ~~for the quarter ended March 31, 2003, an increase~~ of ~~69.8%. We do not believe that~~ the ~~69.8% growth rate of our~~ net ~~sales is~~ ~~necessarily~~ proceeds ~~indicative~~from ofthis ~~the~~offering ~~future~~to ~~growth~~pay inaccrued ~~our~~dividends ~~net~~on ~~sales.~~our ~~Our~~ redeemable ~~net~~convertible ~~sales~~preferred ~~are~~stock ~~subject to economic, political, currency~~ and ~~other~~ ~~risks~~will ~~and~~use ~~uncertainties in some of~~ the ~~Latin American~~ ~~countries~~ remainder infor ~~which~~general wecorporate ~~operate~~purposes. ~~Although~~We ~~these~~will ~~risks~~not ~~could have a~~receive ~~material~~ any ~~adverse~~proceeds ~~effect~~from ~~on our operating results, recent economic slow-downs and political instability in~~ the ~~region, among~~shares ~~other reasons, have prompted many~~ of ~~our~~Class A ~~competitors~~common tostock being ~~terminate~~ sold ~~their~~by ~~operations,~~the orselling tostockholders ~~significantly~~identified ~~limit their presence~~ in ~~Latin~~this ~~America~~prospectus, which ~~has~~include ~~provided~~Mr. Claure ~~us with an opportunity to expand our presence,~~ and ~~market~~Lindsay ~~share in this region~~Goldberg.

We Assuming ~~provide~~the ~~our~~number ~~wholesale~~of ~~distribution~~shares ~~services~~offered by ~~generally~~ ~~taking~~us, ~~title~~as toset forth on the cover ~~products~~page ~~that~~of wethis ~~procure~~prospectus, ~~from~~remains ~~our~~the same, a $1.00 change ~~suppliers~~ in ~~and~~the ~~reselling~~assumed ~~them~~initial topublic ~~our~~offering ~~wireless~~price ~~network~~of $ per ~~operator~~share of Class A common ~~customers.~~ stock ~~Generally,~~(the ~~our~~midpoint ~~distribution~~of ~~revenues~~the ~~are~~range ~~derived~~set ~~from~~ forth on the ~~sales~~cover ~~price~~page of this prospectus) would increase or decrease the ~~products~~net ~~that~~proceeds weto us ~~distribute~~by $ million, ~~which~~or ~~reflects~~ approximately ~~our~~$ million ~~costs~~if the ~~for~~underwriters ~~such~~exercise ~~products~~their ~~plus~~option ato ~~gross~~purchase ~~margin~~additional shares in full.

We also provide integrated supply chain and logistics services to a significant portion of our distribution customers. Our revenues from such services are derived from three business models:

• Under the first business model, our revenues (net sales) include our costs for the products that we distribute, a wholesale mark-up on such costs plus a fee for the integrated supply chain and logistics services that we provide.

• Under the second business model, our revenues (net sales) include our costs for the products that we distribute and a mark-up on such costs reflecting, on a bundled basis, the distribution and related integrated supply chain and logistics services that we provide. • To a much lesser extent, we provide, for a fee, integrated supply chain and logistics services, without also selling wireless communications products to such customers.

In Mexico, we perform semi-knock down assembly, or SKD, services for Sagem, also one of our suppliers. Such services involve the purchase of wireless product components, the assembly of such components in accordance with Sagem’s specifications and the distribution of such products.

From time to time, we purchase wireless communications products from third parties in the open market in instances where we do not have relationships with certain wireless communications device manufacturers. We make such secondary market purchases in order to meet the specific needs of our customers and to take advantage of opportunities available in the market. Such secondary market purchases by us were more common in the earlier years of our operation, but have diminished in recent

~~years as we have further developed our~~ ~~relationships with large wireless communications device~~ DIVIDEND ~~manufacturers.~~ POLICY

As We ~~wireless communications device manufacturers and network operators~~ have ~~outsourced~~ a ~~number~~limited history of ~~their~~paying ~~non-core business~~dividends ~~functions, we have increasingly provided integrated supply chain and logistics services~~ to our ~~customers~~common stockholders. We ~~typically~~ ~~generate~~currently ~~higher~~anticipate ~~gross~~that ~~margins~~we ~~from~~will ~~our~~retain ~~integrated~~all ~~supply~~ available ~~chain~~funds ~~and~~for ~~logistics~~use ~~services~~in the operation and ~~sales~~expansion of our ~~fixed~~ ~~wireless~~ business and ~~wireless~~do ~~data~~not ~~products~~anticipate ~~than~~paying ~~from~~any ~~the~~dividends ~~wholesale~~on our ~~distribution~~ Class A ofor ~~wireless~~Class B ~~mobile~~common ~~phones.~~stock Asin the ~~markets for~~foreseeable ~~wireless~~ future. ~~phones~~During ~~mature~~2008, we ~~believe~~paid ~~that~~a ~~the~~dividend ~~gross~~of ~~margins generated from our wholesale distribution business generally will decline~~$0.30 Weper ~~expect~~share ~~that the gross margins from our sales of~~to ~~fixed wireless and wireless data products and from~~ our ~~integrated~~ ~~supply~~common ~~chain~~stockholders. ~~and~~We ~~logistics services~~ will ~~continue~~pay ~~to exceed~~accrued ~~the~~dividends ~~gross~~on ~~margins from~~ our ~~distribution of other wireless~~ ~~communications~~ redeemable ~~products.~~convertible ~~However,~~preferred ~~our~~stock ~~overall~~in ~~gross~~connection ~~margins~~with ~~may~~this ~~vary~~ offering. ~~from~~Our ~~period~~ability to ~~period~~pay ~~depending~~dividends ~~largely~~ on ~~product mix, seasonality and the amount of vendor credits and allowances that are offered and earned from~~ our ~~suppliers.~~common ~~Occasionally,~~stock ~~we earn~~is a limited ~~relatively~~by ~~large portion of our vendor credits and allowances under non-binding arrangements during~~ the ~~fourth~~covenants ~~quarter~~ of ~~a fiscal year as a result of~~ our ~~meeting~~ABL ~~certain~~Revolver ~~volume~~ and ~~product~~ ~~mix incentives. In some large customer contracts involving certain of our suppliers,~~ the ~~prices of the products~~indenture ~~that~~ governing we sell are negotiated directly between those suppliers and our customers. In such cases, we earn an agreed upon fee and, in some instances, we are guaranteed minimum payments from our suppliers (even where the ~~purchase~~2016 ~~price payable by the customer is subsequently reduced)~~Notes. ~~In other contracts, we play an active~~ ~~role in negotiating the sales prices that determine our margins.~~

Our operating efficiencies are reflected in the relatively low percentage of our net sales that we have spent on our selling, general and administrative expenses despite the expansion of our infrastructure. Our selling, general and administrative expenses were $11.3 million in the first quarter of 2004, or 3.3% of our consolidated net sales, $42.5 million in 2003, or 3.5% of such sales, $28.1 million in 2002, or 3.3% of such sales, and $18.4 million in 2001, or 2.9% of such sales. We presently expect that our selling, general and administrative expenses, as a percentage of our net sales, will remain relatively consistent with the current trend.

Our cash flow needs are based on our growth, which requires increased accounts receivable and inventory amounts, and include requirements relating to capital expenditures, income and other in-country taxes, interest payments and debt repayment. We regularly monitor our working capital using a formula referred to by us as the cash conversion cycle, which takes into account the days of our inventory, days sales outstanding (accounts receivable) and days payables outstanding (accounts payable). We provide trade credit terms to almost all of our customers. We have a credit approval process that has been established by and is performed generally at our corporate offices, based on each customer’s creditworthiness and local market conditions. Our credit approval process has resulted in low levels of bad debt expense, specifically 0.2%, 0.1%, 0.1% and 0.1% of our consolidated net sales for the three months ended March 31, 2004 and the years ended December 31, 2003, 2002 and 2001, respectively. In addition, we have factored a significant portion of our accounts receivable from customers in Mexico and, to a lesser extent, other countries in order to help fund our working capital requirements. We have historically obtained factoring arrangements on terms more favorable than our other available lines of credit. Historically, the substantial majority of our sales have been made to wireless network operators, which are generally large, creditworthy entities. As we increase our sales in the retail channel, we may experience higher bad debt expense levels.

We have developed inventory management practices that we believe enable us to anticipate and adapt to changes in our industry. These practices have resulted in minimal inventory write-downs and write-offs. Our active inventory management program consists of centralized purchasing, with approximately 75% of our purchase orders matched by prior commitments from our customers, and price protection and product return policies from certain of our important suppliers. Our inventory risks are partially mitigated by our strong relationships with our suppliers, which, generally, provide us with price protection and/or favorable return policies. These practices provide us with credits on our existing inventory when a supplier lowers the prices of its products and also mitigates the effects of excessive inventory that we may hold. We

~~additionally manage our inventory risk through~~ ~~the continual monitoring of inventory levels relative to~~ CAPITALIZATION anticipated customer and market demand. Our suppliers typically provide us with payment terms ranging from 30 to 60 days on our purchases. Certain of our suppliers permit us to match the terms of our payables to them with the terms that we provide to our customers.

The following ~~describes~~table ~~certain~~sets ~~significant~~forth ~~line items~~our ~~contained~~cash inand ~~our~~cash ~~consolidated~~equivalents ~~statement~~and capitalization as of ~~operations~~December 31, 2010:

~~Net~~• ~~Sales.~~on ~~Net~~an ~~sales~~actual ~~include~~basis; ~~our~~• ~~revenues~~on ~~from~~a ~~the~~pro ~~sale,~~forma ~~marketing~~basis ~~and~~to ~~distribution~~reflect of(1) ~~mobile~~the ~~wireless~~conversion ~~phones and accessories, integrated supply chain and logistics services and sales~~ of ~~fixed~~shares ~~wireless communications products and wireless data solutions, net~~ of ~~returns~~our ~~and~~common ~~allowances.~~stock ~~Cost~~owned ofby ~~Sales~~Mr. ~~Cost~~Claure ofinto ~~sales~~shares ~~consists primarily~~ of ~~the~~Class ~~costs~~A ofcommon ~~wireless~~stock ~~phones~~ and ~~accessories~~shares ~~paid~~of toClass ~~wireless~~B ~~communications~~common ~~device manufacturers~~stock, ~~commissions to direct sales agents, freight, insurance~~ and ~~import duties, warranty costs, royalties and other direct costs, such as~~ the ~~costs~~conversion of ~~wireless~~shares ~~phone~~of ~~programming performed by us internally. Any discounts that we receive from~~ our ~~suppliers~~common ~~are~~stock ~~recorded~~owned asby aother ~~reduction~~shareholders ininto ~~cost~~shares of ~~sales.~~Class ~~Selling,~~A ~~General~~common ~~and~~stock; ~~Administrative Expenses. Selling, general~~ and ~~administrative~~(2) ~~expenses~~the ~~consist~~conversion ~~primarily~~ of ~~employee,~~our ~~contractor~~redeemable ~~and~~convertible ~~related~~preferred ~~costs,~~stock ~~rental~~into ~~expense~~shares ~~and~~of ~~professional~~Class ~~services.~~A ~~Handling~~common ~~costs,~~stock ~~which historically have not been significant, are included~~ in ~~selling,~~connection ~~general and administrative expenses. Interest Expense. Interest expense is primarily the costs of our borrowings, the costs associated~~ with ~~our~~this ~~factoring~~offering; ~~of receivables~~ and ~~the~~• ~~amortization of loan costs. Foreign Exchange Gain (Loss). Exchange gain (loss)~~ on ~~transactions denominated in~~ a ~~currency~~pro ~~other~~forma, ~~than~~as ~~the~~adjusted, ~~functional~~basis ~~currency~~to ofreflect the ~~country~~adjustments described in ~~which~~the aimmediately ~~transaction~~preceding ~~occurs~~bullet ispoint ~~included~~and into ~~our~~further ~~consolidated~~reflect ~~statement~~the ofissuance ~~income as incurred~~ and issale ~~net~~ of ~~gains~~shares ~~(losses) from our purchases~~ of ~~forward~~Class ~~contracts~~A ~~used~~common tostock ~~hedge~~by ~~currency~~us ~~risks.~~in ~~Extraordinary~~this ~~Gain.~~offering ~~Extraordinary~~at ~~gain~~an ~~reflects~~assumed ~~the~~initial ~~gain~~public ~~that~~offering weprice ~~recognized~~of in$ ~~connection~~per ~~with~~share, ~~our~~the ~~purchase~~midpoint of the ~~49%~~range ~~minority~~set ~~interest~~forth inon ~~our~~the ~~Venezuelan~~cover ~~subsidiary~~page inof ~~2002.~~this ~~Minority~~prospectus, ~~Interests.~~and ~~Minority~~the ~~interests~~application ~~reflect~~of the ~~amounts~~net ~~that~~proceeds ~~are~~of ~~due~~the tooffering, ~~investors~~after ~~that~~deducting ~~hold~~estimated ~~ownership~~underwriting ~~interests~~discounts ~~in the subsidiaries~~ and ~~joint~~offering ~~venture~~expenses inpayable ~~which~~by weus, ~~own~~as ~~less~~set ~~than~~forth ~~100%~~under “Use of ~~the equity~~Proceeds.”

This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

The following table sets forth our consolidated statements of income data as a percentage of our consolidated net sales for the periods indicated:


	As of December 31, 2010
					Pro Forma, as
	Actual		Pro Forma		Adjusted
	(In thousands, except per share data)

Cash and cash equivalents(1)	$	159,161	$		$

Debt:
Revolving credit facility(2)	$	—	$		$
Senior notes		250,000
Trade facilities(3)		64,200
All other bank facilities		139,605

Total debt		453,805

Redeemable convertible preferred stock		409,090		—		—

Stockholders’ equity:
Common Stock, $0.0001 par value per share, 50,000,000 shares authorized, 18,182,267 shares issued and outstanding, actual; no shares authorized, issued and outstanding, on a pro forma and pro forma as adjusted basis		2		—		—
Class A common stock, $0.0001 par value per share, no shares authorized, issued and outstanding, actual; shares authorized, shares issued and outstanding on a pro forma basis; shares authorized, shares issued and outstanding on a pro forma, as adjusted basis		—
Class B common stock, $0.0001 par value per share, no shares authorized, issued and outstanding, actual; shares authorized, shares issued and outstanding, on a pro forma and pro forma as adjusted basis		—
Additional paid-in capital(1)		50,535
Retained earnings		85,521
Accumulated other comprehensive income		13,799
Non-controlling interest		7,865

Total stockholders’ equity(1)		157,722

Total capitalization(1)	$	1,020,617	$		$

												Three Months
(1)		Assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, a $1.00 increase or decrease in the assumed initial public offering price of $ per share of Class A common stock (the midpoint of the range set forth on the cover page of this prospectus) would increase or decrease the amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $ million.
												Ended
(2)		We have $416.0 million available under our revolving credit facility.
			Year Ended December 31,									March 31,
(3)		We have $36.3 million available in trade financing facilities.
			2001			2002			2003			2003			2004
Net sales				100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales				92.7			92.6			92.0			91.0			92.6
Gross profit				7.3			7.4			8.0			9.0			7.4
Operating expenses:
	Selling, general and administrative expenses			2.9			3.3			3.5			5.0			3.3
	Provision for bad debts			0.1			0.1			0.1			0.1			0.2
	Depreciation and amortization			0.1			0.1			0.1			0.2			0.2
Total operating expenses				3.1			3.5			3.7			5.3			3.7
Operating income				4.2			3.9			4.3			3.7			3.7
Other income (expense):
	Interest income			0.1			0.1			0.1			0.1			0.1
	Interest expense			(0.4	)		(0.5	)		(0.5	)		(0.6	)		(0.6	)
	Other income			0.0			0.1			0.0			0.3			0.0
	Foreign exchange (loss) gain			(0.3	)		(0.3	)		(0.2	)		(0.2	)		0.5
Total other income (expense)				(0.6	)		(0.6	)		(0.6	)		(0.4	)		0.0
Income before provision for income taxes, minority interests and extraordinary gain				3.6			3.3			3.7			3.3			3.7
Provision for income taxes				(1.4	)		(1.2	)		(1.1	)		(1.1	)		(1.2	)
Income before minority interests and extraordinary gain				2.2			2.1			2.6			2.2			2.5
Minority interests				(0.2	)		(0.2	)		(0.2	)		(0.2	)		(0.2	)
Income before extraordinary gain				2.0			1.9			2.4			2.0			2.3
Extraordinary gain				0.0			0.2			—			0.0			0.0
Net income				2.0			2.1			2.4			2.0			2.3
Dividends to preferred stockholders				—			—			—			—			(0.2	)
Net income attributable to common stockholders				2.0	%		2.1	%		2.4	%		2.0	%		2.1	%

The percentages of our consolidated net sales for the periods indicated, by the country or region in which the net sales originated, are set forth in the following table:

											Three Months
											Ended
		Year Ended December 31,									March 31,
		2001			2002			2003			2003			2004
Mexico			47.4	%		43.4	%		46.7	%(1)		36.1	%		32.3	%
Other areas of Latin America			16.8			23.8			22.3			25.9			28.7
United States			35.8			32.8			31.0			38.0			39.0
	Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

(1) Our net sales in Mexico in 2003 included $74.6 million of net sales from Mexico to a new customer located outside Mexico that are now sourced from Miami, which amount represented 13.3% of the 46.7%.

~~As reflected in the following table, a~~ ~~significant portion of our total net sales that originated in~~ DILUTION ~~the United States were made to customers located outside of the United States (dollars in millions):~~

							Three Months
							Ended
	Year Ended December 31,						March 31,
	2001		2002		2003		2003		2004
Total net sales originated in the United States	$	225.6	$	278.5	$	373.7	$	75.8	$	132.1
Percentage of total net sales originated in the United States made to customers located outside of the United States(1)		75%		55%		56%		49%		65%

Our pro forma net tangible book value as of December 31, 2010 was $ , or $ per share of Class A and Class B common stock. Pro forma net tangible book value per share is determined by dividing our tangible net worth, total assets less total liabilities, by the aggregate number of shares of Class A and Class B common stock outstanding upon the completion of this offering and reflecting conversion of our redeemable convertible preferred stock into shares of Class A common stock. After giving effect to the sale by us of the shares of Class A common stock in this offering, at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and the receipt and application of the net proceeds, our pro forma net tangible book value as of December 31, 2010 would have been $ , or $ per share of Class A and Class B common stock. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $ per share and an immediate dilution to new investors of $ per share. The following table illustrates this per share dilution:

(1) Our sales to individual foreign countries are not provided because it is impracticable to do so as such information is not available.


Assumed initial public offering price		$

Pro forma net tangible book value per share as of December 31, 2010	$
Increase in pro forma net tangible book value per share attributable to new investors

Pro forma net tangible book value per share after this offering

Dilution per share to new investors		$

~~The~~ Dilution ~~following~~is ~~table~~determined ~~sets~~by ~~forth~~subtracting ~~the~~pro ~~total~~forma ~~number~~net tangible of book ~~wireless~~value ~~phones~~per ~~sold~~share byafter usthis ~~during~~offering from the ~~periods~~initial ~~indicated~~public offering ~~(in~~price per share. ~~millions):~~

							Three Months
							Ended
	Year Ended December 31,						March 31,
	2001		2002		2003		2003		2004
Total number of wireless phones		4.6		6.5		11.1		1.7		3.2

Assuming the number of shares of Class A common stock offered by us as set forth on the cover page of this prospectus remains the same, a $1.00 increase (decrease) in the assumed initial public offering price of $ per share of Class A common stock (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the pro forma net tangible book value per share attributable to new investors by $ million, the pro forma net tangible book value (deficit) per share after this offering by $ per share and decrease (increase) the dilution per share to new investors in this offering by $ per share.

~~Quarter~~ The ~~Ended~~following ~~March~~table sets forth, on a pro forma basis, as of December 31, ~~2004~~2010, asthe ~~Compared~~number of shares of Class A common stock purchased from us, the total consideration paid, or to ~~Quarter~~be ~~Ended~~paid, ~~March 31~~and the average price per share paid, ~~2003~~or to be paid, by existing stockholders and by the new investors, at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and offering expenses payable by us:

Net Sales. Net sales for our first quarter ended March 31, 2004 were $338.9 million, compared to $199.5 million for the quarter ended March 31, 2003, an increase of 69.8%. This increase was principally due to a growth in sales to existing customers in Mexico, an increase of $37.6 million, and sales growth to existing customers elsewhere in Latin America, principally Venezuela, an increase of $45.5 million. This increase was also due, in part, to our entry into new geographic markets, primarily Ecuador, where our operations were in a start-up phase in the first quarter of 2003 and contributed $26.3 million in net sales during the first quarter of 2004. The remainder of this increase was due to continued sales growth in existing markets, primarily in Central America ($11.0 million), as a result of the higher demand for our products and services. The increased net sales in these geographic markets are attributable to an increase in the overall number of wireless communications subscribers that we serve and the introduction of new products and services to our customers.


	Shares Purchased				Total Consideration				Average Price
	Number	Percent			Amount	Percent			per Share

Existing common stockholders				%	$			%	$
Existing redeemable convertible preferred stockholders (as converted)									$
New investors									$

Total			100	%	$		100	%

Cost of Sales/Gross Profit. Cost of sales for the quarter ended March 31, 2004 was $313.8 million, compared to $181.5 million for the quarter ended March 31, 2003, an increase of 72.8%. This increase was substantially attributable to the growth in our net sales of 69.8% achieved for the quarter ended March 31, 2004. Gross profit for the quarter ended March 31, 2004 was $25.1 million, compared to $18.0 million for the quarter ended March 31, 2003, an increase of $7.2 million. Although our gross profit increased, our gross margin (gross profit as a percentage of net sales) was 7.4% for the quarter ended March 31, 2004, compared to 9.0% for the quarter ended March 31, 2003. The decrease in gross margin was due primarily to margin declines in three geographic regions. One of our Mexican subsidiaries experienced a decline in gross margin of 0.7% due to decreased sales of higher-tier phones (the sales of which provide us with higher margins) during the quarter ended March 31, 2004 when compared to the quarter ended March 31, 2003. Our Venezuelan subsidiary also experienced a decline in gross margin as a result of a decline in its gross profit for the quarter ended March 31, 2004 when compared to the quarter ended March 31, 2003. The decline in gross profit for the quarter ended March 31, 2004 was principally due to large currency fluctuations during the quarter ended March 31, 2003, which resulted in a larger devaluation of our inventory and a lower cost of sales during such period. In addition, our Miami operations effected fewer transactions in the secondary market (which provide us with relatively higher margins) during the quarter ended March 31, 2004 as compared to the quarter ended March 31, 2003. The gross margin that we

~~generated~~ Sales ~~during~~by the ~~first~~selling ~~quarter~~stockholders in this offering will reduce the number of ~~2003~~shares held by existing stockholders to or approximately %, shares or approximately % if the option to purchase additional shares is ~~not~~exercised in full, and will ~~indicative~~ increase the number of ~~what~~shares weto ~~presently~~be ~~expect~~purchased by new investors to or approximately %, shares or ~~occur~~approximately % if the option to purchase additional shares is exercised in ~~future~~full, of the total ~~periods~~ number of shares of common stock outstanding after the offering.

~~Selling,~~ The ~~General~~foregoing ~~and~~tables ~~Administrative Expenses.~~assume ~~Selling,~~no ~~general~~exercise ~~and~~of the ~~administrative~~ underwriters’ ~~expenses~~option ~~increased~~ to ~~$11.3~~purchase ~~million,~~additional shares or ~~3.3%~~ of ~~our~~ outstanding ~~total~~stock ~~net~~options ~~sales,~~after ~~for the quarter ended March~~December 31, ~~2004 from $9~~2010.9 ~~million,~~As ~~or 5.0%~~ of ~~such sales, for the quarter ended~~ ~~March~~ December 31, ~~2003. Selling~~ 2010, ~~general and administrative~~ shares ~~expenses as a percentage~~ of ~~our~~common ~~net~~stock ~~sales~~were ~~declined~~subject ~~largely~~to asoutstanding ~~a result of increased net sales as a significant portion of our selling~~options, ~~general~~which ~~and administrative expenses are fixed in~~will ~~nature.~~ automatically ~~The~~become ~~dollar~~options ~~increase was due primarily~~ to ~~the~~purchase ~~incremental handling~~shares ~~costs associated with new fulfillment contracts that we entered into during the second half~~ of ~~2003 and the hiring of additional personnel during the second half of 2003 to support~~ our ~~growth. Our total headcount, excluding production personnel~~ ~~who are recorded in cost of sales, as of March~~ Class ~~31,~~A ~~2004~~common ~~was 641,~~stock asupon ~~compared~~the tocompletion ~~507 as~~ of ~~March 31,~~this ~~2003. We had 121 and 176 production personnel as of March 31~~offering, ~~2004 and 2003,~~ ~~respectively.~~ at ~~Although~~a weweighted ~~may,~~average ~~over~~exercise ~~time,~~price ~~be able to reduce our selling, general and administrative expenses as a percentage~~ of ~~our~~ $ . ~~total~~To ~~net~~the ~~sales~~extent asthese weoptions ~~expand into new geographic markets and~~are ~~increase~~ exercised ~~our~~there ~~total net sales, we believe that, in the near future, this reduction~~ will be ~~offset,~~further dilution to anew ~~large extent, by the costs of such expansion and the additional costs associated with operating as a public company~~investors.

~~Interest~~ Assuming ~~Expense. Interest~~the ~~expense~~number ~~increased~~of toshares ~~$1.9~~of Class A common stock ~~million~~ offered ~~for~~by us, as set forth on the ~~quarter~~cover ~~ended~~page ~~March 31~~of this prospectus, ~~2004~~remains the same, ~~from~~a $1.~~2 million~~00 ~~for~~increase (decrease) in the assumed ~~quarter~~initial ~~ended~~public ~~March 31,~~offering ~~2003.~~price ~~This~~of $ per ~~increase~~share of Class A common ~~was~~ stock ~~attributable~~(the tomidpoint of the ~~issuances~~price range set forth on the cover of this prospectus), would increase (decrease) total consideration paid by new investors in ~~December~~this ~~2003~~offering and ~~January~~by all investors by ~~2004~~ $ million, ofand ~~2008~~would ~~Convertible~~increase (decrease) ~~Notes~~the inaverage ~~the~~price ~~aggregate~~per ~~principal amount~~share ofpaid by new investors by $311.7500, ~~million~~and ~~with~~would anincrease ~~annual~~(decrease) ~~interest~~pro ~~rate~~forma ofnet 10tangible book value per share by $ .~~5%.~~

Foreign Exchange Gain (Loss). Foreign exchange gain increased from a loss of $0.4 million for the quarter ended March 31, 2003 to a gain of $1.7 million for the quarter ended March 31, 2004. This increase resulted primarily from our operations in Venezuela (the functional currency of which is the Venezuelan bolivar), which generated $1.4 million of net transaction gains during 2004. The net gain on foreign exchange was primarily due to the devaluation of Venezuelan bolivar during February 2004. As we had more assets than liabilities denominated in U.S. dollars in Venezuela at the date of the devaluation, (the adjustment to reflect these net assets at the devalued exchange rate) resulted in a foreign exchange gain.

Provision for Income Taxes. For the quarter ended March 31, 2004, our effective income tax rate was 32.6% as compared to 33.1% for the quarter ended March 31, 2003. Our income tax rates vary among the regions in which we operate and ranged between 17% and 38% during the quarter ended March 31, 2004. The overall effective rate varies based on which regions are contributing profits and their respective tax rates.

Net Income. As a result of the foregoing, net income increased $3.9 million, or 97%, from $4.0 million for the quarter ended March 31, 2003 to $7.8 million for the quarter ended March 31, 2004.

Net Income Attributable to Common Stockholders. Net income for the quarter ended March 31, 2004 was $7.2 million compared to $4.0 million for the quarter ended March 31, 2003. Net income attributable to common stockholders is net income less dividends to convertible preferred stockholders. Dividends of $0.6 million were recorded for the quarter ended March 31, 2004 as a result of issuances, in December 2003 and January 2004, of 3,750,000 shares of Series A Preferred Stock, which accrue dividends at the cumulative rate of 8.0% per year. The issuances were made for aggregate cash consideration of $30.0 million.

Year Ended December 31, 2003 as Compared to Year Ended December 31, 2002

Net Sales. Net sales for the year ended December 31, 2003 were $1,204.8 million as compared to $848.7 million for the year ended December 31, 2002, an increase of 42.0%. The increase was due, in large part, to our entry into new geographic markets, including Ecuador and Colombia, and into the fixed wireless communications product market in Latin America and to continued growth in existing markets as a result of higher demand for our products and services. Net sales in Ecuador for the year ended

~~December 31, 2003 were $45.6 million,~~ ~~compared to $0 for the year ended December 31, 2002. Net~~ SELECTED ~~sales~~ CONSOLIDATED ofFINANCIAL ~~one~~AND ofOTHER ~~our Mexican subsidiaries for the year ended~~DATA December 31, 2003 were $495.0 million, as compared to $352.0 million for the year ended December 31, 2002, an increase of $143.0 million. This subsidiary had (1) an increase of $74.6 million in net sales attributable to sales that originated in Mexico, but were made to a new customer outside Mexico, (2) a $29.8 million increase in sales of fixed wireless communications products and (3) an increase in sales to existing customers due to increased local demand and an expansion in service offerings to our customers. The increase in our net sales from the year ended December 31, 2002 to the year ended December 31, 2003 also reflected the first full year of operations of a new Mexican subsidiary that we established primarily to provide fulfillment services to a new wireless network operator customer. Net sales of this subsidiary for the year ended December 31, 2003 were $67.2 million, compared to $16.5 million for the year ended December 31, 2002. Additionally, the net sales of our principal U.S. subsidiary increased as a result of increased penetration of the wireless communications market in the United States through the expansion of sales to existing customers and the addition of new customers.

~~Cost~~ The offollowing ~~Sales/Gross~~is ~~Profit. Cost~~our ofselected ~~sales~~consolidated ~~for~~financial ~~the~~and ~~year ended~~other ~~December 31~~ data, ~~2003~~which ~~was~~should ~~$1,108.2~~be ~~million,~~read ~~compared~~in toconjunction ~~$786.0 million~~with, ~~for~~and ~~the~~is ~~year~~qualified by ~~ended~~reference ~~December 31~~to, ~~2002,~~“Management’s anDiscussion ~~increase~~and Analysis of ~~41%.~~Financial ~~The~~Condition ~~increase~~and ~~was~~Results ~~primarily~~of ~~attributable,~~Operations” and our ~~corresponded~~ consolidated ~~closely,~~financial tostatements ~~the~~and ~~increase~~notes inthereto ~~our~~included elsewhere ~~net sales of 42%~~ in ~~2003.~~ ~~Gross~~this ~~profit increased by $33~~prospectus.9 ~~million~~The toconsolidated ~~$96.6~~statement ~~million~~of operations data for the ~~year~~years ended December 31, ~~2003~~2008, ~~from~~2009 and ~~$62.7~~2010 ~~million~~and ~~for~~ the ~~year~~consolidated ~~ended~~balance ~~December 31,~~sheet ~~2002.~~data ~~Gross~~as ~~margin was 8.0% for~~of ~~the year ended~~ December 31, ~~2003,~~2009 ~~compared~~and to2010 ~~7.4%~~are ~~for~~derived ~~the~~from, and qualified ~~year~~ by ~~ended~~reference ~~December 31~~to, ~~2002.~~our ~~The~~audited ~~increase~~consolidated infinancial ~~gross margin~~statements ~~was~~ and ~~due~~notes ~~principally~~thereto toincluded aelsewhere ~~integrated~~in ~~supply~~this ~~chain~~prospectus and ~~logistic~~ ~~services~~ should ~~contract~~be ~~that~~read wein ~~entered~~conjunction ~~into~~with ~~during~~those ~~late~~consolidated ~~2002 with a~~financial ~~new~~ statements ~~network~~and ~~operator~~notes ~~customer~~thereto. ~~During~~The ~~2003,~~consolidated ~~this~~balance ~~contract~~sheet ~~generated,~~ data as ~~a percentage~~ of ~~our total net sales~~December 31, ~~3.7%~~2008 ~~more than~~is ~~the~~derived ~~contribution~~from ~~therefrom,~~our ~~as a percentage of total net~~audited ~~sales,~~ consolidated ~~during~~financial ~~2002~~statements ~~with~~not aincluded ~~gross~~in ~~margin significantly higher than~~this ~~our overall business~~ prospectus. ~~This~~The ~~increase,~~consolidated asstatement aof ~~percentage~~operations ofdata ~~our~~for ~~total~~ the ~~net~~years ~~sales,~~ended ~~in 2003~~December 31, ~~contributed~~2006 ~~largely~~and to2007 ~~the increase in our overall gross margin from 2002. This contract was terminated~~ and ~~replaced in February 2004 with a new contract that provides~~the ~~lower~~ consolidated ~~fees~~balance tosheet ~~us.~~data Weas ~~expect that this new contract will have less~~ of anDecember 31, ~~impact~~2006 ~~on our gross profit~~ and ~~gross margin in the~~ ~~future~~ 2007 asare aderived ~~result~~from ofour ~~lower~~unaudited ~~fees~~consolidated ~~for that contract, increased~~financial ~~competition~~ statements ~~for~~not ~~this~~included ~~customer’s business and continued growth~~ in ~~our~~this ~~other geographic markets~~prospectus.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $42.5 million, or 3.5% of our total net sales, for the year ended December 31, 2003 from $28.1 million, or 3.3% of such sales, for the year ended December 31, 2002. The dollar increase was principally due to our hiring of additional personnel and our investment in operational and administrative infrastructure to manage our sales growth. Research and development expenses of $0.5 million attributable to the development of our fixed wireless communications products that were included in selling, general and administrative expenses for the year ended December 31, 2003. Our total headcount, excluding production personnel who are recorded in cost of sales, as of December 31, 2003 was 517, as compared to 365 as of December 31, 2002. We had 139 and 130 production personnel as of December 31, 2003 and 2002, respectively.


	Year Ended December 31,
	2006			2007			2008			2009			2010
	(In thousands, except share and per share data)

Consolidated Statement of Operations Data:
Revenue	$	3,555,674		$	3,492,476		$	3,550,165		$	2,718,652		$	4,612,863
Cost of revenue		3,257,352			3,189,935			3,254,167			2,354,016			4,218,979

Gross profit		298,322			302,541			295,998			364,636			393,884

Operating expenses:
Selling, general and administrative		135,192			197,530			174,287			161,806			235,239
Provision for bad debts		7,776			1,956			2,736			6,435			8,785
Depreciation and amortization		4,800			6,820			9,917			13,457			11,913
Public offering expenses		—			—			—			—			7,333

Total operating expenses		147,768			206,306			186,940			181,698			263,270

Operating income		150,554			96,235			109,058			182,938			130,614

Other income (expenses):
Interest income		1,794			9,746			14,206			21,278			7,139
Interest expense		(40,971	)		(46,366	)		(34,746	)		(17,102	)		(29,025	)
Other income (expenses), net(1)		(10,696	)		(4,543	)		(923	)		(3,459	)		2,159
Foreign exchange gains (losses), net		900			2,648			(25,117	)		(80,915	)		(33,263	)
Loss on early extinguishment of debt		—			(38,903	)		—			—			—

Total other expenses		(48,973	)		(77,418	)		(46,580	)		(80,198	)		(52,990	)

Income from continuing operations before provision for income taxes		101,581			18,817			62,478			102,740			77,624
Provision for income taxes		33,862			19,515			35,402			46,999			36,938

Income (loss) from continuing operations		67,719			(698	)		27,076			55,741			40,686
(Loss) income from discontinued operations, net of taxes		(2,840	)		(16,771	)		(14,304	)		2,595			(921	)

Net income (loss)		64,879			(17,469	)		12,772			58,336			39,765
Less: Net income attributable to non-controlling interest		13,749			18,753			18,107			4,095			2,385

Net income (loss) attributable to Brightstar Corp.	$	51,130		$	(36,222	)	$	(5,335	)	$	54,241		$	37,380

Interest Expense. Interest expense increased to $5.9 million for the year ended December 31, 2003 from $4.5 million for the year ended December 31, 2002. This increase was due to a higher level of outstanding indebtedness (notwithstanding our repayment of certain indebtedness in 2003) and the larger amount of accounts receivable that we factored to banking institutions primarily in Mexico during 2003 as compared to 2002. During 2002, our average level of indebtedness was $33.5 million as compared to $49.7 million during 2003.

Foreign Exchange Loss. Foreign exchange loss was $1.9 million for the year ended December 31, 2003, as compared to a loss of $2.1 million for the year ended December 31, 2002. The $1.9 million loss resulted primarily from purchasing product from a European supplier in transactions denominated in Euro currency under vendor terms whereby the Euro currency appreciated in value when compared to the U.S. dollar. This resulted in a foreign exchange loss of $2.9 million, offset somewhat by increases in foreign exchange gains in other markets.

Provision for Income Taxes. For the year ended December 31, 2003, our effective income tax rate was 29.9% compared to 35.1% for the year ended December 31, 2002. Our income tax rates vary among the regions in which we operate and ranged between 17% and 38% during 2003. The overall effective rate varies based on which regions are contributing profits and their respective tax rates. During the quarter ended December 31, 2003, we recorded tax benefits resulting from refunds and permanent tax items as a result of local inflation tax accounting adjustments experienced by our Mexican and Venezuelan subsidiaries. This caused our effective income tax rate to decrease in 2003 when compared to 2002.


	Year Ended December 31,
	2006			2007			2008			2009		2010
	(In thousands, except share and per share data)

Basic earnings per share for common stock:
Income (loss) from continuing operations attributable to Brightstar Corp. common stockholders	$	1.85		$	(3.36	)	$	0.50		$	0.83	$	0.35
(Loss) income from discontinued operations attributable to Brightstar Corp. common stockholders		(0.11	)		(0.85	)		(0.79	)		0.07		(0.03	)

Net income (loss) attributable to Brightstar Corp. common stockholders	$	1.74		$	(4.21	)	$	(0.29	)	$	0.90	$	0.32

Diluted earnings per share for common stock:
Income (loss) from continuing operations attributable to Brightstar Corp. common stockholders	$	1.65		$	(3.36	)	$	0.20		$	0.78	$	0.35
(Loss) income from discontinued operations attributable to Brightstar Corp. common stockholders		(0.09	)		(0.85	)		(0.41	)		0.06		(0.03	)

Net income (loss) attributable to Brightstar Corp. common stockholders	$	1.56		$	(4.21	)	$	(0.21	)	$	0.84	$	0.32

Weighted average number of common shares outstanding:
Basic		21,454,431			19,714,092			18,134,166			18,163,037		18,181,347

Diluted		25,589,280			19,714,092			35,046,068			20,863,930		18,586,404

Net Income. As a result of the foregoing, net income increased by $11.1 million, or 62.1%, to $29.1 million for the year ended December 31, 2003 from $17.9 million for the year ended December 31, 2002.


	As of December 31,
	2006		2007		2008		2009		2010
	(In thousands)

Consolidated Balance Sheet Data:
Cash and cash equivalents	$	64,803	$	89,491	$	122,057	$	239,859	$	159,161
Accounts receivable, net		810,219		972,062		864,222		969,184		1,376,445
Inventory		702,638		393,637		316,472		239,988		612,396
Total assets		1,695,728		1,651,517		1,574,140		1,813,839		2,496,570
Total debt(2)		542,937		569,950		445,408		401,848		453,805
Total liabilities		1,415,180		1,175,222		1,116,347		1,319,326		1,929,758
Total redeemable convertible preferred stock		76,292		329,742		329,742		362,377		409,090
Total stockholders’ equity		204,256		146,553		128,051		132,136		157,722

~~Year~~(1) ~~Ended~~The ~~December 31,~~table ~~2002~~below aspresents ~~Compared to~~the ~~Year~~consolidated ~~Ended~~other ~~December 31~~income (expenses), ~~2001~~ net attributable to Brightstar Europe:

Net Sales. Net sales were $848.7 million for the year ended December 31, 2002, as compared to $630.1 million for 2001, an increase of 34.7%. This increase was due largely to (1) our entry into new geographic markets, principally including Guatemala, El Salvador and Chile; (2) our first full year of selling in the U.S. and Peruvian markets; and (3) our further penetration of the wireless market in Mexico through increased market demand. Net sales in Guatemala, El Salvador and Chile and net sales of one of our Mexican subsidiaries increased to an aggregate of $75.8 million for the year ended December 31, 2002 from $0 for the year ended December 31, 2001. In addition, as a result of our increased penetration of the wireless market in Mexico and our commencement of sales of fixed wireless communications products in Mexico, net sales of another one of our Mexican subsidiaries increased by $53.7 million to $352.1 million for the year ended December 31, 2002 from $298.4 million for the year ended December 31, 2001. In addition, in the Fall of 2002, we entered into a new fulfillment contract with a major wireless network operator in Mexico that generated $16.5 million in net sales in 2002. The increase in our net sales also reflected an increase of $69.2 million in net sales of our principal U.S. subsidiary and an increase of $25.6 million in net sales of our Peruvian subsidiary as a result of the first full year of operations of each. Sales from our Miami distribution center declined by $32.6 million in 2002 due to the increased sales to customers outside the United States through our foreign subsidiaries. We also experienced continued growth in sales to our existing customers that contributed to our overall increase in net sales from the prior year.


	Year Ended December 31,
	2006		2007			2008			2009		2010
	(In thousands)

Other income (expenses), net attributable to Brightstar Europe	$	—	$	(2,806	)	$	(4,744	)	$	1,781	$	2,413

~~Cost of Sales/Gross Profit. Cost of sales for the year ended December 31, 2002 was $786.0 million, compared to $584.~~(2 ~~million~~) ~~for~~Total ~~the~~debt ~~year~~is ~~ended~~defined ~~December 31,~~as ~~2001, an~~lines ~~increase~~ of ~~34.5%.~~credit, ~~This~~trade ~~increase~~financing ~~was~~facilities ~~attributable,~~ and ~~corresponded~~ ~~closely,~~current toportion ~~the increase in our net sales~~ of ~~34.7% during~~term ~~2002. Gross profit increased by $16.8 million to $62.7 million for the year ended December 31~~debt, ~~2002~~long-term ~~from~~debt ~~$45.9 million~~and ~~for~~convertible ~~the~~senior ~~year~~subordinated ~~ended December 31, 2001~~notes. This increase was due primarily to the higher level of net sales achieved in 2002. Gross margin increased to 7.4% in 2002 from 7.3% in 2001. Our gross margin in the geographic markets that we first entered into in 2002 was consistent with the gross margins in our then existing markets. The slight increase in gross margin was due primarily to a more favorable product mix as we began to sell our fixed wireless communications products, which have higher gross margins, in the fourth quarter of 2002. We also entered into a new fulfillment contract with a large wireless network operator in Mexico in the fourth quarter of 2002, which contributed $16.5 million of our net sales with a higher gross margin.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $28.1 million, or 3.3% of our total net sales, for the year ended December 31, 2002 from $18.4 million, or 2.9% of such sales, for the year ended December 31, 2001. This dollar increase was primarily due to costs incurred in expanding our infrastructure into new countries and in recruiting additional finance and operational personnel commencing in the second quarter of 2002. Our total headcount, excluding production personnel who are recorded in cost of sales, as of December 31, 2002 was 365, as compared to 261 as of December 31, 2001. We had 130 and 58 production personnel as of December 31, 2002 and 2001, respectively.

~~Interest Expense.~~ ~~Interest expense increased to $4.5~~ MANAGEMENT’S ~~million~~ DISCUSSION ~~for~~AND ~~the year ended December 31, 2002 from $2.7~~ANALYSIS ~~million~~ OF ~~for~~FINANCIAL ~~the~~CONDITION ~~year~~AND ~~ended~~RESULTS ~~December 31,~~OF ~~2001. This increase~~OPERATIONS ~~was primarily due to higher levels of outstanding indebtedness and increased amounts of accounts receivable factored to financial institutions primarily in Mexico in 2002.~~

~~Foreign~~ The ~~Exchange~~following ~~Loss. Foreign~~discussion ~~exchange~~and ~~loss~~analysis ~~was~~of ~~$2.1~~our financial ~~million~~ condition ~~for~~and ~~the~~results ~~year~~of ~~ended~~operations ~~December 31,~~should ~~2002~~be asread ~~compared~~in conjunction towith our consolidated financial statements and a related ~~loss~~notes ofincluded $1elsewhere in this prospectus.5 ~~million~~This discussion ~~for~~contains ~~the~~forward-looking ~~year~~statements ~~ended~~that ~~December 31,~~involve ~~2001.~~ various ~~This~~risks $2and uncertainties.1 ~~million~~Our ~~loss~~actual ~~consisted~~results ofmay ~~foreign exchange~~differ ~~losses~~ materially offrom ~~$1.3~~those ~~million~~anticipated in ~~Argentina~~these ~~and~~forward-looking statements. aFor ~~combined~~additional ~~loss~~information regarding some of ~~$0.8~~the ~~million~~ risks inand ~~Chile,~~uncertainties that affect our business and the industry ~~Dominican~~in ~~Republic~~which we operate, ~~Mexico~~please read “Risk Factors” and ~~Venezuela~~“Special Note Regarding Forward-Looking Statements.”

~~Extraordinary~~ ~~Gain. In 2002, we realized an~~ Overview extraordinary gain of $1.7 million as a result of our repurchase of the capital stock of the minority stockholder of our Venezuelan subsidiary for less than its estimated fair value at the time. The 49% minority interest had a carrying value of $2.2 million and we acquired it for a cash payment of $0.4 million. Our management determined that the fair value of the net assets acquired exceeded their cost by $1.7 million, net of the reduction in the carrying value of long-lived assets acquired.

~~Provision~~ We ~~for~~are ~~Income~~a ~~Taxes.~~leading global services company focused on enhancing ~~For~~ the performance and profitability of the ~~year~~key ~~ended~~participants in the ~~December 31~~ wireless device value chain: manufacturers, ~~2002~~operators, ~~our~~retailers and ~~effective~~enterprises. ~~income~~We ~~tax~~provide ~~rate~~a ~~was~~comprehensive ~~35.1% compared~~range toof ~~38.5%~~customized services ~~for~~consisting ~~the~~of ~~year~~value-added ~~ended~~distribution, ~~December 31~~supply chain, retail ~~2001~~and enterprise and consumer services. Our services help ~~income~~ our ~~tax~~customers ~~rates~~manage ~~vary~~the ~~among~~growing complexity of the ~~regions~~wireless device invalue ~~which~~chain weand ~~operate~~allow them to increase product availability, extend and expand their channel reach and drive ~~ranged~~ supply ~~between~~chain ~~16%~~efficiencies by getting the right products to the right place at the right time for a lower cost. In addition, our services help our customers increase their wireless device sales and ~~38%~~drive ~~during~~velocity ~~2002~~at the point of sale. The ~~overall~~rapid ~~effective~~growth of the ~~rate~~ approximately ~~varies~~$200 billion ~~based~~global onwireless ~~which~~industry ~~regions~~and increasing ~~are~~number ~~contributing~~and ~~profits~~type of wireless activatable devices have resulted in a complex ecosystem where manufacturers, operators, retailers and enterprises have differing priorities and are ~~their~~ burdened ~~respective~~with ~~tax~~tasks ~~rates~~that are critical, but not core, to their businesses. We believe that our global presence, scale and strategic position at the center of the wireless ecosystem provide us with unique insight into the entire wireless device value chain and enhance our ability to offer differentiated, value-added services to our customers.

~~Net~~ We ~~Income. As~~are a ~~result~~global organization supporting manufacturers, operators, retailers and enterprises and enabling over 90,000 points of sale worldwide. Our customers are some of the ~~foregoing~~leading companies in the wireless device value chain. Among others, ~~net~~our ~~income~~ customers ~~increased~~include ~~$5.2~~manufacturers ~~million~~such as Apple, orHTC, ~~41%~~Huawei, toLG, Motorola, ~~$17.9~~Nokia, ~~million~~RIM ~~for~~and ~~the~~Samsung; operators such as America ~~year~~ Movil, ~~ended~~AT&T, ~~December 31~~Orange, ~~2002~~Telecom ~~from~~New ~~$12.7~~Zealand, ~~million~~Telefonica, Telstra, ~~for~~TIM, ~~the~~Verizon Wireless and Vodafone; retailers such as ~~year~~ Best ~~ended~~Buy, ~~December 31~~Radio Shack, ~~2001~~Target, Tesco and Walmart; and enterprises such as Dell, PC Connection and Tech Data.

~~Quarterly~~ For ~~Results~~our value-added distribution services, and under the terms of ~~Operations~~certain arrangements, we procure and take title to wireless devices and re-sell them to our customers around the world; the revenue we generate for these value-added distribution services is transaction-based and includes the cost of the devices we sell. For our other services, we primarily charge a contractual fee for services provided or enter into gain-sharing arrangements, whereby we earn a percentage of the savings we generate for the customer.

~~The~~ Our ~~following~~business ~~table~~is ~~presents~~conducted ~~our results of operations for each of the nine quarters~~ in ~~the~~four ~~period~~geographic regions: ~~January~~ (i) 1,U.S./Canada; ~~2002~~(ii) Latin ~~through~~America; ~~March~~(iii) 31Asia Pacific, ~~2004.~~Middle ~~The information~~East ~~for~~and ~~each~~Africa of(“Asia ~~these~~Pacific”); ~~quarters is unaudited~~ and ~~has been~~ ~~prepared~~ (iv) Europe, onthrough ~~the~~Brightstar ~~same~~Europe, ~~basis as~~ our ~~audited~~50% ~~consolidated~~owned ~~financial~~joint ~~statements~~ venture ~~appearing~~with ~~elsewhere~~Tech ~~in this prospectus~~Data. InThe ~~the opinion~~first ofthree ~~our~~regions ~~management,~~are ~~all~~reported ~~necessary adjustments, consisting~~as ~~only~~ geographic ofoperating ~~normal~~segments ~~recurring adjustments, have been made~~ in ~~order~~our ~~to present~~consolidated ~~fairly the unaudited quarterly results. Historical~~financial ~~results~~ statements, ~~are~~and ~~not~~we ~~necessarily~~include ~~indicative~~our share of ~~results~~income offrom ~~operations~~Brightstar to Europe bein ~~expected~~other ~~for~~income ~~any~~(expenses), ~~future periods~~net.

		Quarter Ended
		March 31,		June 30,		September 30,		December 31,		March 31,		June 30,		September 30,		December 31,		March 31,
		2002		2002		2002		2002		2003		2003		2003		2003		2004
		(in thousands, except per share data and percentages)
Consolidated Statement of Operations Data:
	Net sales	$	126,383	$	161,794	$	209,256	$	351,238	$	199,538	$	291,642	$	343,376	$	370,278	$	338,911
	Gross profit		12,838		14,479		13,982		21,361		17,992		20,189		24,634		33,806		25,146
	Gross margin		10.2%		8.9%		6.7%		6.1%		9.0%		6.9%		7.2%		9.1%		7.4%
	Net income attributable to common stockholders		2,225		4,174		3,275		8,244		3,968		5,974		6,816		12,296		7,229
	Net income margin(1)		1.8%		2.6%		1.6%		2.3%		2.0%		2.0%		2.0%		3.3%		2.1%
	Basic earnings per common share	$	0.08	$	0.15	$	0.12	$	0.30	$	0.15	$	0.22	$	0.25	$	0.45	$	0.34
	Diluted earnings per common share	$	0.08	$	0.15	$	0.12	$	0.30	$	0.15	$	0.22	$	0.25	$	0.45	$	0.25

Regional Highlights and Outlook

~~(1)~~• ~~This~~U.S./Canada. ~~represents~~For the ~~percentage~~year ~~determined~~ended byDecember ~~dividing~~31, ~~net~~2010, ~~income~~revenue ~~attributable~~in our U.S./Canada region was approximately $1.5 billion, which accounted for 31.9% of our total revenue in 2010, compared to ~~common~~26.6% ~~stockholders~~in by2009 ~~net~~and ~~sales~~18.3% in 2008. The growth in this region has been driven primarily by the addition of new retailer customers and the rapid expansion of our business in

Our net sales are subject to seasonal fluctuation as a result of holidays, supplier and wireless network operator promotions and other events affecting customer demand. As a result, we generally experience higher net sales in the second half of the calendar year and, in particular, in the fourth quarter. In addition, we believe that the timing of some of our shipments is subject to the preference of some of our Mexican customers to purchase additional inventory at the end of the year for their tax planning purposes.

~~Liquidity~~the retail and ~~Capital~~dealer ~~Resources~~ agent channels. We have over 700 customers in this region, including over 600 retailers. Our core services in the region include value-added distribution, returns management, category management, channel and supply chain management, customization, expanded portfolio management, activation services, in-store marketing, virtual inventory and handset protection and replacement. In October 2010, we acquired OTBT, Inc., a provider of enterprise services for small and medium business and large enterprises in the U.S. and a core component of our enterprise services offering. We operate over 450,000 square feet of facilities and serve over 60,000 points of sale throughout the region. Following a period of rapid expansion in this region, we intend to increasingly focus on improving the margin profile, which we expect will result in lower revenue over the short term but higher profitability.

As• ofLatin ~~March~~ America. For the year ended December 31, ~~2004~~2010, revenue in our Latin America region was approximately $2.7 billion, which accounted for 60.1% of our total revenue in 2010, compared to 66.9% in 2009 and 76.1% in 2008. Historically, our Latin America region contributed the majority of our total revenue, but, in recent years, the region’s overall contribution to total revenue has been decreasing due to the higher relative growth of our other regions. We operate in 19 countries across this region, including Argentina, Brazil, Colombia, Mexico and Venezuela. Our core services in Latin America include value-added distribution, product management, such as demand planning and forecasting, and fulfillment and logistics, which includes freight management and customs clearance. We operate over 600,000 square feet of warehouse facilities serving this region, including our Miami distribution center. We have 43 sales, distribution and assembly facilities that together serve more than 90 operators and 25,000 customers in this region. Our assembly facility in Tierra del Fuego, Argentina allows us to provide local production capability for our customers. We expect our revenue to increase in this region driven by continued growth in our services and increased penetration of smartphones. • Asia Pacific. For the year ended December 31, ~~2003~~ 2010, werevenue ~~had~~in our Asia Pacific region was $25367.72 million, ~~and~~which ~~$43~~accounted for 8.0% of our total revenue in 2010, compared to 6.5% ~~million~~in 2009 and 5.6% in 2008. The growth in this region has been driven primarily by our efforts to expand our service offerings and enter new markets. We operate in 14 countries across this region, ~~respectively~~including Australia, Hong Kong, Malaysia, New Zealand, Singapore, South Africa, Thailand, Turkey and Vietnam. We have six distribution facilities that together serve more than 24 manufacturers, 13 operators and 3,100 retailers at approximately 10,000 points of sale. Our core services in ~~cash~~ the region include supply chain planning, such as demand forecasting and ~~cash~~inventory ~~equivalents~~management, and device management, which includes product lifecycle management. We ~~had~~also offer a full range of strategic sourcing services, channel management and value-added distribution services. We operate more than 350,000 square feet of warehouse facilities in the region. We expect our revenue to increase and gross margins to decrease in this region as we expand our value-added distribution services business at a faster rate than our other services and as we expand into new markets. • Europe. We own a 50% interest in Brightstar Europe, a joint venture company formed in 2007, which is owned equally and controlled jointly by Tech Data and us. The growth in this region has been driven primarily by market penetration, geographic expansion and, to a lesser extent, impact from our recent acquisitions. Our income attributable to Brightstar Europe operations increased from $~~141~~1.58 million ~~and~~in 2009 to $~~110~~2.9 4 million in ~~working~~2010. ~~capital~~We asoperate ofin ~~March 31~~15 countries across this region, ~~2004~~including ~~and December 31~~Spain, ~~2003~~Germany and United Kingdom. Brightstar Europe utilizes the distribution facilities maintained by Tech Data. Brightstar Europe’s core services in the region include value-added distribution and enterprise services. In August 2010, ~~respectively~~Brightstar Europe acquired AKL Telecommunications GmbH (“AKL”). AKL is one of Austria’s leading suppliers of mobile telephony devices and fixed network telephony solutions to the wireless channels including telecommunications dealers and consumer electronics stores. In addition, in October 2010, Brightstar Europe acquired Mobile Communication Company (“MCC”), a major

Operating Activities. During the quarter ended March 31, 2004, we used $58.2 million in cash for operating activities, compared to $16.5 million used during the quarter ended March 31, 2003, an increase of $41.7 million. This additional use of cash was primarily due to changes in our accounts receivable, accounts payable and accrued expenses. During the quarter ended March 31, 2004, our receivables increased by $36.9 million and our accounts payable and accrued expenses decreased by $36.1 million, a net change of $73.0 million in the use of cash. During the quarter ended March 31, 2003, our receivables decreased by $55.8 million and our accounts payables and accrued expenses decreased by $84.5 million, a net change of $28.7 million in the use of cash. Historically, during the first quarter, we experience decreases in both our accounts receivables and payables as we collect on our accounts receivable and make payments to vendors from the increased sales activity during the second half of the prior year. However, as of March 31, 2004, we had not collected $61.5 million in accounts receivable from our largest customer in Venezuela due to currency controls imposed in Venezuela in January 2003, which restrict the payments of cash outside Venezuela. See “ – Financing Activities.”

Our operating activities used cash in the amounts of $10.7 million and $35.4 million for the years ended December 31, 2003 and 2002, respectively, and provided cash in the amount of $30.8 million for the year ended December 31, 2001. We used less cash during the year ended December 31, 2003 as compared to the year ended December 31, 2002 largely as a result of our growth and a related decrease in our working capital requirements.

Our accounts receivable increased by $36.9 million during the quarter ended March 31, 2004 (from December 31, 2003) and by $81.4 million and $106.6 million during the years ended December 31, 2003 and 2002, respectively. The levels of increase in our accounts receivable are a function of our growth, collections, factoring arrangements and terms provided to customers. We also factor a large portion of our accounts receivable of one of our Mexican subsidiaries in order to help fund our growth and working capital requirements. We generally have obtained factoring arrangements on terms more favorable than those under our other available lines of credit. Historically, we have maintained credit insurance to comply with the terms of one of our prior credit facilities. We currently maintain credit insurance on approximately one-third of our aggregate accounts receivable in order to reduce risks associated with potentially uncollectible accounts, principally in Latin America. We have not made any claims under our credit insurance policy and, as a result, we expect to reduce the amount of the receivables that we insure.

Our inventory decreased by $6.9 million during the quarter ended March 31, 2004 and increased by $21.1 million and $11.3 million during the years ended December 31, 2003 and 2002, respectively. The increases in 2002 and 2003 primarily reflected higher customer demand for our products, as reflected in our increase in net sales. The decrease for the quarter ended March 31, 2004 was due primarily to the seasonality of our business. Our total write-downs for slow-moving and obsolete inventory, as a percentage of our total inventory, was 2.3% as of March 31, 2004 and 1.6% and 1.8% as of December 31, 2003 and 2002, respectively. We regularly monitor and analyze our inventory for obsolescence and record write-downs accordingly. We believe that these write-downs are adequate given our generally high inventory turnover rate and the price protection provided to us by some of our principal suppliers. In 2003, we increased our purchase of refurbished products for resale. This initiative was unsuccessful and, as a result, we wrote-off $2.7 million of refurbished inventory during 2003.

Our accounts payable and accrued expenses decreased by $36.1 million during the quarter ended March 31, 2004 and increased by $48.6 million and $64.2 million during the years ended December 31, 2003 and 2002, respectively. These changes were due principally to the timing of payments made to our principal suppliers. Several of our suppliers, including our largest supplier, extend to us trade credit in amounts based on various factors, including the amounts of our purchases and their internal credit criteria. These suppliers may decrease or terminate our available trade credit at any time, in their sole discretion.

Wesupplier ~~have trade payable arrangements with some~~ of ~~our~~ ~~suppliers~~mobile telephony and ~~three~~personal ~~financial~~navigation ~~institutions~~devices in ~~connection with~~ the ~~purchase~~Netherlands ofand ~~products from such suppliers~~Belgium. ~~Such arrangements~~Brightstar ~~were~~Europe ~~established~~has ~~with~~been ~~suppliers~~growing ofrapidly ~~ours~~since ~~that~~its ~~often sell~~formation, ~~receivables~~as tothe ~~third-party~~joint ~~financial~~venture ~~institutions~~increases ~~that extend~~its ~~payment~~presence ~~terms~~in tothe ~~us of up to 90 days~~region. We ~~have~~expect ~~trade credit~~Brightstar ~~availability~~Europe’s ofrevenue upand togross ~~$10.0~~profit ~~million~~to ~~under~~continue ~~each of such arrangements. Such arrangements bear interest on unpaid balances at rates ranging from LIBOR plus 3.50% up~~ to ~~18.0%~~grow ~~per~~organically ~~annum~~ and, ~~except~~from in the ~~case~~full-year impact of ~~our~~its ~~arrangement~~2010 ~~with~~acquisitions ~~one~~of ~~financial institution,~~AKL ~~the interest charges on these arrangements are incurred~~ and ~~paid by the suppliers~~MCC. ~~Each of these arrangements may be terminated by either party upon written notice.~~

We ~~routinely~~expect ~~make~~our ~~large~~business ~~payments,~~to ongrow ~~certain occasions~~ in ~~excess~~both ofrevenue ~~$10.0 million, to our suppliers~~ and profitability ~~routinely~~ as ~~collect~~we ~~large~~expand ~~payments,~~into onnew ~~certain occasions in excess of $10.0 million~~markets, ~~from~~continue ~~our~~to ~~customers.~~leverage ~~The~~the ~~timing~~scale of ~~these~~ ~~payments~~ our ~~and~~global ~~collections~~infrastructure ~~has~~and ~~caused~~grow our ~~cash~~value-added ~~balances and~~distribution, ~~borrowings~~ supply ~~to fluctuate~~chain, ~~sometimes~~retail ~~significantly,~~and ~~throughout~~enterprise ~~any given quarter~~services.

~~Investing Activities.~~ ~~Our investing activities used cash~~ Key ~~of $1.1 million during the quarter ended March 31, 2004 and~~ Metrics $2.8 million, $5.5 million and $1.8 million during the years ended December 31, 2003, 2002 and 2001, respectively. Investing activities primarily reflect our capital expenditures, investments in short-term marketable securities and an acquisition of assets in Mexico (comprised of accounts receivable, inventory, property and equipment, and other assets) for $2.5 million completed in 2002.

~~Capital~~ We ~~expenditures~~monitor ~~were~~key ~~$0.9~~financial ~~million~~metrics, ~~during~~as ~~the quarter~~set ~~ended~~forth ~~March 31~~below, ~~2004~~to ~~and~~help ~~$2.2~~us evaluate ~~million,~~trends ~~$2.6~~in ~~million and~~our ~~$1.7~~business, ~~million~~establish ~~during~~budgets, measure the effectiveness ~~years~~of ~~ended~~our ~~December 31,~~sales ~~2003, 2002~~and marketing efforts and ~~2001,~~assess operational ~~respectively~~efficiencies. ~~These~~See ~~expenditures~~“Prospectus Summary — ~~were~~Summary ~~primarily~~Consolidated Financial and Other Data” for ~~the~~definitions ~~purchases~~and ofcalculations ~~computer~~related ~~equipment~~to Adjusted gross profit, ~~software~~Adjusted EBITDA and ~~warehouse storage~~Adjusted ~~equipment~~net income.

Financing Activities. Our financing activities provided $40.5 million in cash during the quarter ended March 31, 2004 and $38.4 million and $36.6 million in cash during the years ended December 31, 2003 and 2002, respectively, and used $14.9 million in cash during the year ended December 31, 2001. For the quarter ended March 31, 2004 and the year ended December 31, 2003, financing activities consisted primarily of the issuance of our Series A Preferred Stock and our 2008 Convertible Notes and borrowings and repayments made under our revolving lines of credit. Financing activities were primarily repayments and borrowings made under our lines of credit during the years ended December 31, 2002 and 2001. During the fourth quarter of 2003, we received gross proceeds of $57.3 million from the issuance of our Series A Preferred Stock and 2008 Convertible Notes. Of these proceeds, a portion was used to repay outstanding indebtedness under both of our then existing revolving lines of credit. During the quarter ended March 31, 2004, we obtained additional gross proceeds of $4.5 million from the issuance of additional shares of our Series A Preferred Stock and 2008 Convertible Notes, and paid transaction costs of $4.4 million incurred in connection with the issuances. In addition, we borrowed $46.4 million during such period. In January 2004, we paid $5.9 million to one of our original stockholders to redeem approximately 6.4 million shares of common stock owned by him. In December 2003, we declared dividends to our two original stockholders of $5.9 million, of which $0.5 million was paid, before repayment of loans outstanding, during the first quarter of 2004 and the remaining amount was paid in April 2004.


	Year Ended December 31,
	2008			2009			2010
	(In thousands, except percentages)

Revenue	$	3,550,165		$	2,718,652		$	4,612,863
Other Financial Data:
Adjusted gross profit(1)		295,998			279,040			382,680
Adjusted gross margin(2)		8.3	%		10.3	%		8.3	%
Adjusted EBITDA(1)		118,247			111,424			141,192
Adjusted EBITDA %(2)		3.3	%		4.1	%		3.1	%
Adjusted net income(1)		12,299			58,742			60,561
Adjusted net income %(2)		0.3	%		2.2	%		1.3	%
Net working capital(3)		460,007			392,844			607,976
Net working capital %(2)		13.0	%		14.4	%		13.2	%

Due to currency controls imposed in Venezuela in January 2003, as of June 30, 2004, we had approximately $64.7 million of accounts receivable from our largest customer in Venezuela, of which approximately $32.0 million was more than 90 days overdue. These currency controls restrict the payment of cash outside of Venezuela, which includes the ability of our Venezuelan subsidiary to pay balances owed to its U.S. parent company. In the last quarter of 2003 and the first quarter of 2004, in consideration for our willingness to continue to meet orders by this customer without its prior payment to us of outstanding amounts, this customer provided collateral to American Express Bank International, or AEBI, as security for loans from AEBI to us in the aggregate principal amount of $20.0 million. There was no balance outstanding under this arrangement as of December 31, 2003. In June 2004, this customer provided additional collateral to AEBI as security for an additional loan of $20.0 million from AEBI to us.


(1)		See Note (3) in “Prospectus Summary — Summary Consolidated Financial and Other Data” for reconciliations of gross profit to Adjusted gross profit, net income to Adjusted EBITDA and net income to Adjusted net income.

(2)		Expressed as a percentage of revenue.

(3)		Net working capital is calculated as total current assets minus total current liabilities.

We use the following financial metrics in monitoring our business:


	•	*Adjusted Gross Profit.* While Adjusted gross profit is not a U.S. GAAP measurement, we believe it is useful in comparing our performance with our results in prior periods, as well as with the performance of other companies, as the items excluded to arrive at Adjusted gross profit are not indicative of operating performance and therefore limit comparability of our historical and current financial statements.

	•	*Adjusted EBITDA.* While Adjusted EBITDA is not a U.S. GAAP measurement, we believe it is useful in evaluating our operating performance compared to that of other companies because the calculation of Adjusted EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and other discrete items, which we believe are not indicative of overall operating performance. We use Adjusted EBITDA to evaluate the operating performance of our business and aid in the period-to-period comparability.

	•	*Adjusted Net Income.* While Adjusted net income is not a U.S. GAAP measurement, we believe it is useful in evaluating our operating performance compared to that of other

Wecompanies ~~issued~~because aits ~~new~~calculation ~~$40.0~~adjusts ~~million~~for ~~promissory~~items ~~note~~which ~~to AEBI reflecting the additional loan and cancellation of the promissory note issued by us in October 2003. Under the arrangements among us, this customer and AEBI, although~~ we ~~are the~~believe payor under the promissory note, AEBI is required to foreclose on the collateral provided to it by this customer prior to seeking any repayment from us; additionally, 50.0% of this customer’s payments to us of its payables outstanding on the date of the note are tonot beindicative ~~remitted directly to AEBI and reduce the principal amount~~ of ~~the~~overall ~~note.~~operating ~~We invoice this Venezuelan customer for interest on all invoices that are 30 days past due~~performance. We ~~believe~~use ~~that~~Adjusted ~~the~~net ~~sales~~income to ~~this customer~~evaluate ~~meet~~ the ~~revenue~~operating ~~recognition~~performance ~~criteria~~of ~~established by SEC Staff Accounting Bulletin 101, “Revenue Recognition in Financial Statements,” based on~~ our ~~assessment~~business ~~of the creditworthiness of this customer~~ and ~~the~~aid ~~terms~~in ofperiod-to-period ~~these sales~~comparability.

On• ~~April 26,~~Net ~~2004,~~Working ~~we entered into a new secured revolving credit facility, or the New Credit Facility, with us, Brightstar U~~Capital.~~S.,~~ ~~Inc.~~Net ~~and~~working ~~Brightstar~~capital ~~Puerto~~is ~~Rico, Inc., as borrowers,~~ a ~~syndicate~~measure ofcalculated ~~financial institutions,~~ as ~~lenders, and~~total ~~PNC~~current ~~Bank,~~assets ~~National~~minus ~~Association,~~total orcurrent ~~PNC Bank, as administrative agent~~liabilities. ~~All~~We ~~obligations~~believe ~~under~~it ~~the~~is ~~New~~useful ~~Credit Facility~~in ~~are~~evaluating ~~joint and several obligations of Brightstar Corp. and Brightstar U.S., Inc. Furthermore, all obligations under the New Credit Facility are secured by substantially all of~~ our ~~assets~~ ~~and~~operating ~~all~~performance ofcompared ~~the~~to ~~assets~~that of ~~Brightstar~~other ~~U.S.,~~companies ~~Inc.~~because ~~In addition,~~it ~~the~~is ~~obligations~~indicative of ~~Brightstar~~our ~~Puerto~~ability ~~Rico, Inc. are secured by substantially all of its assets. The New Credit Facility provides for borrowings of up~~ to ~~$70.0~~pay ~~million~~off onour ~~a revolving basis, with a separate sub~~short-~~limit~~term ofliabilities ~~$20.0~~without ~~million~~having ~~for letters of credit. Availability under the New Credit Facility is subject~~ to araise ~~borrowing~~additional ~~base consisting of eligible accounts receivable and eligible inventory~~capital.

~~Amounts~~ The ~~outstanding~~following ~~under~~items ~~the~~are ~~New~~excluded ~~Credit Facility bear interest at an annual rate equal, at our option, to (i) adjusted LIBOR plus a margin ranging~~ from ~~1.75% to 2.25%, based on~~ the ~~average~~computation ~~daily amount~~ of ~~our undrawn~~ ~~availability~~ Adjusted ~~during the applicable period, or (ii) an~~EBITDA: alternate base rate equal to the higher of the administrative agent’s prime rate and the Federal Funds effective rate plus 0.50%. The New Credit Facility will mature on October 21, 2008. On the maturity date, we are required to repay the aggregate principal amount of all then outstanding loans.

We• Provision for Income Taxes. Our U.S. GAAP financial results include a provision for income taxes. Although we are ~~required~~subject to ~~pay~~various ~~commitment~~federal, ~~fees~~state onand foreign taxes and the ~~undrawn~~ ~~amount~~payment of ~~each~~such ~~lender’s~~taxes ~~commitment~~is ata annecessary ~~annual rate~~element ~~ranging~~of our operations, we exclude our provision for income taxes from ~~0.25%~~our Adjusted EBITDA financial measure to ~~0.50%,~~provide ~~based~~period-to-period oncomparability of our operating results unassociated with the ~~average~~varying ~~daily amount~~effective tax rates and uncertain tax position reserves to which we are subject. • Interest Income. Our U.S. GAAP financial results include interest income. Although our investing activities are elements of ~~undrawn~~our ~~availability~~cost ~~during~~structure and provide us with the ~~applicable~~ability to generate returns for our owners, we exclude interest income from our Adjusted EBITDA financial measure to provide period-to-period comparability of our operating results unassociated with our investing activities. • Interest Expense. Our U.S. GAAP financial results include interest expense. Although our borrowing activities are key elements of our cost structure and provide us with the ability to generate revenue and returns for our stockholders, ~~until~~ we exclude interest expense from our Adjusted EBITDA financial measure to provide period-to-period comparability of our operating results unassociated with our capital structure or borrowing activities. • Depreciation and Amortization. Our U.S. GAAP financial results include depreciation and amortization expense associated with capital expenditures and intangible assets acquired in transactions accounted for as business combinations. While the ~~earlier~~use of the ~~maturity~~capital ~~date~~equipment and intangible assets enable us to generate revenue for our business, we exclude depreciation and amortization expense from our Adjusted EBITDA financial measure to evaluate our operating results and to enable us to compare our financial results with other companies in our industry without regard to the ~~termination~~historical acquisition costs of our assets. • Impairment of Upfront Fee. Our U.S. GAAP financial results include an impairment of an upfront fee. Since the ~~New~~impairment ~~Credit~~of ~~Facility~~an upfront fee is not a normal, recurring part of our business, we exclude it from our Adjusted EBITDA financial measure to provide period-to-period comparability of our operating results. ~~Accrued~~See ~~commitment~~Note ~~fees~~14 ~~are~~to ~~payable quarterly~~our consolidated financial statements included elsewhere in ~~arrears~~this ~~and~~prospectus. on• ~~the~~Public ~~maturity~~Offering ~~date~~Expenses. WeOur U.S. GAAP financial results include public offering expenses. Since public offering expenses are ~~also required~~not a normal, recurring part of our business, we exclude them from our Adjusted EBITDA financial measure to ~~pay~~provide period-to-period comparability of our operating results. • Share-Based Compensation Expense. Our U.S. GAAP financial results include share-based compensation expense which is composed of the ~~administrative~~fair ~~agent~~value anof ~~annual~~each ~~agency~~of ~~fee~~our incentive awards under our stock option plans. While share-based compensation expense is required under the provisions of ~~$20~~ ASC 718,~~000~~ we exclude share-based compensation expense from our Adjusted EBITDA financial measure to enable us to compare our financial results with other companies in our industry. • Loss (income) from Discontinued Operations, Net of Taxes. Our U.S. GAAP financial results include a loss from discontinued operations associated with businesses we no longer

The terms of the New Credit Facility restrict various of our activities, including effecting mergers, consolidations or other reorganizations, disposing of assets or properties, creating liens, guaranteeing the obligations of others, making investments, loans or capital expenditures, paying dividends, entering into transactions with affiliates, entering into leasing arrangements, amending our certificate of incorporation or by-laws and prepaying other indebtedness. The New Credit Facility also contains affirmative covenants relating to various matters, including obtaining relevant authorizations, conduct of business, maintenance of existence and assets, provision of financial information and compliance with laws. In addition, under the terms of the New Credit Facility, we are subject to certain financial ratios, including leverage and fixed charge coverage ratios.

We are also subject to certain events of default under the New Credit Facility, including defaults based on bankruptcy and insolvency events; non-payment; cross-defaults to other debt; the occurrence of an event of default under any of our distribution agreements with Motorola; termination by Motorola of any of such agreements; breach of specified covenants; a change of control in our company; and any material inaccuracy of our representations and warranties. See “Description of Certain Indebtedness.”

During December 2003 and January 2004, we issued $30.0 million of Series A Preferred Stock and $31.75 million in principal amount of 2008 Convertible Notes. A total of $57.3 million of gross proceeds was received and recorded in December 2003. We received and recorded the balance in January 2004. Our Series A Preferred Stock accrues cumulative dividends quarterly at an annual rate of 8.0% and is also entitled to any dividends paid on common stock, on an as converted basis. The dividend rate is subject to

~~increase~~own ~~upon the occurrence of dividend payment~~ and ~~other defaults and/or if shares of our Series A Preferred Stock remain outstanding on September 30, 2009~~operate. At ~~least~~While ~~one-half~~discontinued ofoperations ~~the~~may ~~dividends~~arise ~~on our Series A Preferred Stock is required to be paid~~ in ~~cash~~future ~~quarterly~~periods, ~~in arrears, on each dividend payment date, commencing on March 31, 2004. If, as of any dividend payment date,~~ we ~~fail~~ toexclude ~~pay~~our atgain ~~least~~or ~~one-half~~loss offrom ~~the~~discontinued ~~dividends~~operations ~~due~~from ~~and payable on such date, then the annual dividend rate for~~ our ~~Series A~~ ~~Preferred~~Adjusted ~~Stock~~EBITDA ~~will~~financial ~~become~~measure ~~10.0%,~~to ~~effective~~provide ~~as of the first day of the dividend~~ period ~~preceding the dividend payment date~~ -to-period ~~which~~comparability ~~such payment default relates. If any~~ of ~~shares~~ ofour ~~Series A~~operating ~~Preferred~~results ~~Stock~~unassociated ~~remain~~with ~~outstanding~~discontinued ~~on September 30, 2009, the annual dividend rate will increase by a rate of 1~~operations.0% per annum on each 30th calendar day thereafter, up to a maximum dividend rate of 15.0% per annum until such time as no shares of Series A Preferred Stock remain outstanding. See “Description of Capital Stock.”

The interest rate of our 2008 Convertible Notes is 10.5% per year and is payable quarterly in cash. The purchase agreement under which the Notes were issued provides that our company may not at any time have in excess of $100.0 million in indebtedness outstanding under its credit facilities, our aggregate investments in joint ventures may not at any time exceed $10.0 million and aggregate loans or advances to our employees and officers may not at any time exceed $1.0 million. The purchase agreement also provides that we must maintain certain financial ratio coverages, including minimum ratios earnings to interest and minimum EBITDA levels. The term “EBITDA” means earnings before any charges for interest, taxes, depreciation and amortization. See “Description of Certain Indebtedness.”


	•	*Other Income (Expenses), Net.* Our U.S. GAAP financial results include other income (expenses), net. Although we earn other income and incur other expenses in each period, we exclude other income (expenses), net from our Adjusted EBITDA financial measure, as we believe they are not indicative of our operating performance.

	•	*Foreign Exchange Gains (Losses), Net.* Our U.S. GAAP financial results include foreign exchange gains (losses), net. We exclude these from our Adjusted EBITDA financial measure, with the exception of our foreign currency losses incurred in Venezuela in 2009 and early 2010 related to specific transactions executed through the parallel market. These are reflected as a reduction of revenue in our Adjusted EBITDA as we believe this presentation is more indicative of our operating performance. See “ — Significant Issues Affecting Comparability from Period to Period — Venezuela Business” for further discussion of foreign currency losses and parallel market transactions in Venezuela.

~~As described under “Use of Proceeds,”~~ we Key ~~intend~~Components ~~to convert all outstanding shares~~ of ~~our Series A~~ ~~Preferred~~ Operating ~~Stock and the aggregate principal amount of our 2008~~Results Convertible Notes into shares of common stock on the completion of this offering and to pay all accumulated dividends and accrued interest thereon. We may convert all outstanding shares of our Series A Preferred Stock into shares of common stock on the completion of a qualified initial public offering, as such term is defined in the applicable stock purchase agreement and our certificate of designation, so long as the holders of our Series A Preferred Stock (along with the holders of our 2008 Convertible Notes) receive at least $30.0 million in cash, on a pro rata basis, for a prescribed number of the shares of common stock issued on conversion. This offering is expected to constitute a qualified initial public offering. The number of shares to be redeemed by us will be determined based on the offering price of the common stock in this offering. Specifically, such number of shares will equal $30.0 million divided by the per share initial public offering price.

~~We have several factoring agreements, primarily~~ ~~in Mexico, that provide for the sale of one of our~~ Revenue subsidiaries’ trade accounts receivable to financial institutions. Such sales were made primarily on non-recourse bases in 2003 and primarily on recourse bases in 2002. Although the agreements generally do not require the counterparty to purchase any minimum amount of our receivables, we do have agreements with two institutions that provide for receivable sales of up to $75.0 million, in the aggregate, on committed and recourse bases. We believe that, in any given period, we would be able to sell our receivables in amounts significantly above the $75.0 million committed amount and/or sell our receivables in significant amounts under uncommitted facilities on non-recourse bases. We sold receivables in average monthly amounts of approximately $45.0 million during 2003 and in average monthly amounts of approximately $25.6 million during the first six months of 2004. The financial institutions purchase the accounts receivable at a discount based on LIBOR plus a margin. The margins have generally ranged between 1.80% and 3.50%. We believe that, as of December 31, 2003 and July 31, 2004, we had no outstanding obligations under our prior or current recourse factoring agreements.

As Revenue ofis ~~December 31,~~derived ~~2003,~~primarily wefrom ~~had a revolving credit facility, or~~ the ~~Credit~~following ~~Facility, that provided for~~models: borrowings of up to an aggregate amount of $30.0 million. The annual interest rate on borrowings under the Credit Facility was LIBOR plus 2.75%. As of December 31, 2003 and March 31, 2004, we had $0 and $26.8 million outstanding under the Credit Facility, respectively. As of December 31, 2003, we also had a revolving bank line of credit, or the Line of Credit, with maximum borrowing availability of up to $24.0 million. The annual interest rate on borrowings under the Line of Credit was the prime rate plus 1.25%. As of December 31, 2003 and March 31, 2004, we had $19.6 million and $15.6 million outstanding under the Line of Credit, respectively. In connection with entering into the New Credit Facility, we repaid in full and terminated the Credit Facility and the Line of Credit.


	•	value-added distribution services revenue from sales of wireless devices to operators and retailers, net of returns, allowances and early payment discounts, and generally including the cost of devices we resell;

	•	fixed or variable fee arrangements that contain contingent incentive compensation based on performance, designed to link a portion of our revenue to our performance relative to both qualitative and quantitative goals;

	•	a “cost plus margin” arrangement for specific services performed under a contract; and

	•	a “gain-sharing” arrangement, under which we typically earn a percentage of savings we generate for our customers.

Our value-added distribution services revenue from sales of wireless devices is subject to product availability and seasonal fluctuations as a result of holidays, manufacturer and operator promotions and other events affecting customer demand, including the introduction of new products and general economic conditions, and represents the majority of our revenue, including the cost of devices we resell. As a result, we generally experience higher revenue in the second half of the year, particularly in the fourth quarter due to the holiday season, and weaker sales in the first half of the year.

Our revenue generated by fixed or variable fee or cost plus margin arrangements is dependent on our ability to perform and maintain service contracts and less dependent on seasonality fluctuations or other cost savings cycles. The fees earned under gain-sharing arrangements depend on the level of savings we achieve for our customers and typically decrease over the term of the contract as cost savings opportunities are identified and remaining opportunities for cost savings diminish.

Cost of Revenue

Cost of revenue for sales of wireless devices consists of direct costs incurred for services rendered. Our cost of revenue also includes the cost of the wireless devices and accessories that we sell, net of any discounts that we receive from our manufacturer customers, commissions to direct

~~During~~ sales ~~December~~agents, ~~2002~~freight, ~~one~~insurance, ofimport our Mexican subsidiaries issued two promissory notes denominated in U.S. dollars to a Mexican financial institution. The notes were in the aggregate principal amount of $7.0 million and were repaid in March 2003. As of March 31duties, ~~2004~~warranty ~~and December 31~~costs, ~~2003~~ royalties, ~~the~~provisions ~~same~~for ~~Mexican~~excess ~~subsidiary had a U.S. dollar-denominated loan payable of $2.0 million (with annual interest at the rate of 4.43% as of March 31, 2004~~ and ~~December 31,~~obsolete ~~2003) that is due in August 2004~~inventories.

~~Cash Requirements.~~ ~~We will have significant cash~~ Gross ~~requirements as we expand our business into new geographic and~~ Profit product markets through organic growth and/or potential acquisitions. These requirements will include the costs related to increased accounts receivable and inventory and the costs of additional personnel, production and distribution facilities, enhancing our information systems, our integration of any acquisitions and our compliance with laws and rules applicable to a public company. Additionally, until a conversion of our Series A Preferred Stock and our 2008 Convertible Notes, we will require cash to pay interest and dividends thereon. On the completion of this offering, we will use $30.0 million of the net proceeds to redeem a portion of the common stock issued to the holders of those securities. Cash will also be required to make deferred tax payments of approximately $13.6 million as of June 30, 2004 related to our foreign operations. The exact dates when such amounts will be paid cannot be reasonably determined. Our cash availability is dependent in part on our foreign subsidiaries’ ability to collect their receivables on a timely basis and may be negatively affected by local currency restrictions.

We Gross ~~have~~profit ~~historically~~is ~~relied~~driven onby ~~our~~revenue ~~factoring agreements,~~and ~~principally~~the inmargins ~~Mexico,~~we ~~our~~earn ~~available lines of~~on ~~revolving~~ that ~~credit,~~revenue. ~~cash~~Margins ~~from~~fluctuate ~~our~~based ~~operations~~on ~~and~~the onmix ~~trade~~of ~~credit~~products ~~provided~~ sold byand ~~our~~services ~~largest supplier~~rendered, ~~Motorola,~~variations ~~and~~in other ~~suppliers to~~costs ~~finance~~of ~~our~~revenue and ~~working~~fluctuations ~~capital~~in ~~requirements~~gain-sharing ~~and~~revenue. toOur ~~support~~overall ~~our~~gross ~~growth.~~ profits Asmay avary ~~result~~from ofperiod ~~the~~to ~~issuance~~period ofdepending ~~the~~largely ~~Series A~~on mix ~~Preferred~~ of ~~Stock~~services provided and ~~2008~~products ~~Convertible Notes~~distributed, seasonality and the lifecycle of our ~~entering~~various ~~in April~~contracts ~~2004~~with ~~into~~our ~~the~~customers. ~~New~~Our value-added ~~Credit~~distribution ~~Facility,~~services ~~the~~are ~~use~~lower ofmargin ~~cash~~relative ~~from~~to ~~operations~~ our ~~and~~other ~~the~~services ~~net~~and ~~proceeds~~vary ~~from~~with ~~this~~the ~~initial~~type ~~public offering,~~of wedevice ~~anticipate~~ that we distribute, ~~will~~with behigher ~~able~~value todevices ~~meet~~such ~~our~~as smartphones ~~anticipated~~ generating ~~cash~~higher ~~requirements~~margins for atus ~~least~~relative ~~the~~to ~~next 12 months~~basic phones.

In ~~the~~certain ~~event~~distribution ~~that~~contracts ~~the~~for ~~sources~~large ofcustomers, ~~cash described~~the ~~above~~ prices ~~are~~of ~~not~~the ~~sufficient~~wireless todevices ~~meet~~that ~~our~~we ~~future~~sell ~~cash~~are ~~requirements,~~generally we negotiated ~~will~~directly ~~need~~between tothe ~~reduce~~manufacturers ~~certain planned expenditures~~ and~~/or~~ ~~seek additional~~our ~~financing~~operator customers. IfIn ~~debt~~such ~~financing is not available on favorable terms~~cases, we ~~may~~earn ~~seek to raise funds through the issuance~~an of agreed-upon margin, ~~our~~and, ~~equity~~in ~~securities.~~some Ifinstances, ~~such~~we ~~actions~~ are ~~not~~guaranteed ~~sufficient, we~~minimum ~~intend~~ payments tofrom ~~limit~~ our ~~growth~~manufacturer ~~and/or~~customers ~~reduce~~(even orwhere ~~curtail some of our~~the ~~operations~~ purchase toprice ~~levels~~payable ~~consistent~~by ~~with~~ the ~~constraints~~customer ~~imposed~~is bysubsequently reduced). ~~our~~ In ~~available~~other ~~cash~~cases, ~~flow.~~we ~~Our~~play ~~ability~~an toactive ~~seek~~role ~~additional~~in ~~debt~~negotiating orthe sales ~~equity~~ prices ~~financing~~or ~~may~~fees bethat ~~limited~~determine by our ~~existing~~margins. ~~and~~In ~~any~~our ~~future~~other, ~~financing~~ non-distribution ~~arrangements and/or economic and financial conditions. In particular~~services, the ~~New~~margins ~~Credit~~we ~~Facility~~earn ~~and~~on ~~our~~these ~~agreements with~~services ~~Motorola~~ vary ~~restrict~~depending ~~our~~on ~~ability~~the tonature ~~incur~~of ~~additional~~the ~~indebtedness. In~~service ~~addition,~~and ~~our~~the ~~agreements with Motorola restrict our ability~~fee to arrangement ~~issue~~in ~~additional~~place ~~equity~~which ~~securities.~~are Wenegotiated ~~cannot~~directly ~~assure~~between ~~you that~~us ~~any~~ and ~~reductions~~our incustomers. ~~our~~With ~~planned~~the ~~expenditures~~exception orof inservices ~~our~~under ~~expansion~~gain ~~and~~ sharing ~~personnel~~arrangements ~~would~~where bethe ~~sufficient~~gross tomargins ~~cover~~decline ~~shortfalls~~over inthe ~~available~~ lifecycle ~~cash~~of orthe ~~that~~contract, ~~additional~~our ~~debt~~gross ormargins ~~equity~~for ~~financing~~our ~~would~~other be services ~~available~~are ontypically ~~terms~~relatively ~~acceptable~~stable toover ~~us,~~the ifterm atof ~~all~~the contract.

As discussed further in “—Significant Issues Affecting Comparability from Period to Period — Venezuela Business,” our gross profits and gross margins were affected in 2009 and early 2010 by the highly inflationary economy in Venezuela.

Selling, General and Administrative

Our selling, general and administrative expenses consist primarily of personnel costs, benefits, facility expenses, administrative costs, information technology costs, professional fees and selling and marketing costs. Selling, general and administrative expenses also include share-based compensation expense. The selling, general and administrative expenses that are directly attributable to a region’s operations are recorded by that region, and corporate selling, general and administrative expenses relating to our corporate headquarters are allocated to our regions based on a combination of factors, including revenue and earnings.

We expect selling, general and administrative expenses to increase as we expand our business and hire additional personnel. To the extent that our revenue grows, we expect our selling, general and administrative expenses as a percentage of our revenue to decrease as we continue to leverage our fixed and discretionary selling, general and administrative expenses. As with most of our operations, we can adjust our cost structure related to our business based on the actual amount of services contracted.

Provision for Bad Debts

Historically, our bad debt provision has been low, at less than 0.25% of our revenue in each of the last three years.

Depreciation and Amortization

Depreciation and amortization expense relates primarily to leasehold improvements, computer equipment and software, furniture, fixtures, equipment and warehouse handling and storage equipment. We also record amortization expense related to intangible assets.

~~Contractual Obligations~~ Public Offering Expenses

~~The~~ Public ~~following~~offering ~~table~~expenses ~~summarizes~~are ~~our~~comprised ~~contractual~~of certain expenses ~~obligations~~ incurred asin ofpreparation ~~December 31,~~for ~~2003:~~our initial public offering.

		Payments due by period (in thousands)
					Less Than								More Than
		Total			1 Year			1-3 Years		3-5 Years			5 Years
Long-term debt obligations		$	51,730		$	22,294		$	—	$	29,436	(1)	$	—
Fixed interest payments			16,670			3,334			6,668		6,668			—
Operating lease obligations			15,684			2,770			9,482		3,432			—
Purchase obligations			115,120			115,120			—		—			—
Other obligations			11,750	(2)		11,750	(2)		—		—			—
	Total	$	210,954		$	155,268		$	16,150	$	39,536		$	—

Interest Income

(1)

This amount represents the then outstanding principal amount of our 2008 Convertible Notes. Upon the completion of this offering, we will effect the conversion of all of our 2008 Convertible Notes. In accordance with the terms of our 2008 Convertible Notes, we may convert the aggregate principal amount of our 2008 Convertible Notes into common stock on the completion of this offering (which falls within the definition of a qualified public offering contained in the purchase agreement governing the Notes), so long as the holders of the Notes (along with the holders of our Series A Preferred Stock) receive at least $30.0 million in cash, on a pro rata basis, for a prescribed number of the shares of common stock issued on such conversion. During the three months ended March 31, 2004, we received an additional $2.3 million of gross proceeds from the issuance of our 2008 Convertible Notes for a total of $31.75 million outstanding principal amount as of March 31, 2004. Interest due at a 10.5% interest rate to the holders of Notes on an annual basis is $3.3 million.

(2)

This amount consists of approximately $5.9 million used to redeem shares of common of stock from one of our original stockholders and approximately $5.9 million in dividends paid to both of our two original stockholders.

Interest income is comprised of interest earned on bank deposits and interest we collect from customers for past due payments on accounts receivable.

~~In addition, we are obligated to accrue~~ ~~cumulative dividends on our Series A Preferred Stock at the~~ Interest ~~rate of 8.0% annually. At least one-half of the dividends on our~~ Expense Series A Preferred Stock must be paid in cash, quarterly in arrears, on each dividend payment date. If any shares of our Series A Preferred Stock remain outstanding as of September 30, 2009, the annual dividend rate escalates to a maximum of 15.0%. Annual dividend payments on our Series A Preferred Stock, assuming an 8.0% dividend rate, are $2.4 million.

~~Off-Balance~~ Interest ~~Sheet~~expense ~~Arrangements~~consists primarily of the costs of our borrowings under our ABL Revolver and other credit facilities, the costs associated with letters of credit and the amortization of loan costs. In addition, starting in December 2010, we had a fixed interest expense related to our 2016 Notes.

As Other ~~of March 31~~Income (Expenses), ~~2004, we had no off-balance~~Net ~~sheet arrangements.~~

~~Critical~~ Other ~~Accounting~~income ~~Policies~~(expenses), net includes non-operating gains and ~~Estimates~~ losses, including our share of income (loss) from Brightstar Europe and investment gains, losses and other than temporary impairments. Since 2010, other income (expenses), net has also included rental income and depreciation related to investment property acquired in Venezuela during 2009 and 2010.

~~Our critical accounting policies are those that~~ ~~require our most subjective or complex judgments as a result of~~ Foreign ~~the~~ Exchange ~~need~~Gains to make certain estimates and assumptions when there is uncertainty as to their financial effects. Although all of the policies identified in the notes accompanying the consolidated financial statements are important to an understanding of such financial statements, the policies discussed below are considered by management to be central to their understanding because of (iLosses) ~~the~~, ~~higher level of measurement~~Net ~~uncertainties involved in their application and (ii) the effects that changes in estimates and assumptions relating to these policies could have on the consolidated financial statements.~~

We ~~base~~operate ~~our~~in ~~estimates~~many ~~on,~~countries ~~among~~where ~~other~~the ~~things,~~exchange rates of local ~~currently~~ currencies ~~available~~for ~~information,~~U.S. dollars fluctuate. In countries where our foreign ~~historical~~subsidiaries ~~experience~~use the local currency as their functional currency, foreign exchange gains and losses arise in connection on with ~~various~~transactions ~~assumptions~~denominated in a currency other than that functional currency. Additionally, ~~the~~in ~~results~~countries ofwhere ~~which~~our foreign ~~form~~subsidiaries use the ~~basis~~U.S. ofdollar as their functional ~~making~~ currency, ~~judgments~~foreign ~~about~~exchange ~~the~~gains ~~carrying~~and ~~values~~losses ofarise when monetary assets and liabilities ~~that~~denominated in foreign currencies are re-measured ~~not~~into ~~readily~~U.S. ~~apparent~~dollars ~~from~~for ~~other~~consolidated ~~sources.~~financial ~~Although~~ reporting wepurposes. ~~believe~~Foreign ~~that~~exchange ~~these~~gains ~~assumptions~~and losses are included ~~reasonable~~in ~~under the~~our ~~circumstances~~consolidated statement of operations, ~~estimates~~net ~~would~~of gains ~~differ~~(losses) iffrom ~~different~~forward contracts used to hedge currency risks. See “—Significant Issues Affecting Comparability from Period to Period — Worldwide Currency Fluctuations” for a discussion regarding the effect of currency devaluations in 2008 on our business.

Provision for Income Taxes

The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized.

Non-Controlling Interest

Non-controlling interest reflects the portion of our consolidated earnings attributable to investors that hold non-controlling ownership interests in certain of our consolidated subsidiaries.

Prior to March 31, 2009, a third party held a 40.0% interest in our Australian operations and a 30.0% interest in our Singapore operations. On March 31, 2009, pursuant to a conversion agreement,

~~assumptions~~ this ~~were~~investor ~~utilized~~elected ~~and~~to ~~these~~convert ~~estimates~~the ~~may prove~~non-controlling interest in our Singapore operations into shares of our Series C Redeemable Convertible Preferred Stock and concurrently we repurchased the ~~future~~investor’s to40.0% ~~have~~interest ~~been~~in ~~inaccurate~~our Australian operations for $40.0 million ~~There~~in ~~can~~cash. beAlso, noon ~~assurance~~ March 31, ~~that~~2009, ~~actual~~we ~~results~~acquired ~~will~~an ~~not~~additional ~~differ~~9.8% ~~from~~interest ~~these~~in ~~estimates~~ one of our subsidiaries, decreasing the holdings of the non-controlling stockholder in that subsidiary to 39.2%.

~~Management’s~~ ~~Estimates.~~ Significant On Issues anAffecting ~~ongoing~~Comparability ~~basis,~~from wePeriod ~~evaluate our estimates and assumptions related~~ to ~~the reporting of the~~Period allowance for doubtful accounts and of the write-down for inventory obsolescence in the preparation of our consolidated financial statements, in conformity with accounting principles generally accepted in the United States. In determining the adequacy of the allowance for doubtful accounts, our management considers a number of factors, including the aging of our accounts receivable, customer payment trends, the financial condition of our customers, economic conditions in our customers’ countries and general industry and economic conditions. In determining the adequacy of the write-down for inventory obsolescence, our management considers a number of factors, including the aging of the inventory, recent sales trends and industry, market and economic conditions. In assessing inventory write-downs, management also considers any price protection credits or other incentives that we expect to receive from our suppliers.

Certain significant items or events should be considered to better understand differences in our results of operations from period to period. We believe that the following ~~critical~~items ~~accounting~~or events ~~policies~~ have ~~affect~~significantly affected our ~~more~~financial ~~significant~~results ~~estimates~~for ~~and judgments~~prior ~~used~~ periods inand the ~~preparation~~results ofwe ~~our~~may ~~consolidated~~achieve ~~financial~~in ~~statements.~~the future:

~~Revenue~~ ~~Recognition.~~ Venezuela ~~We recognize revenues in accordance~~ Business with the Securities and Exchange Commission, or the SEC, Staff Accounting Bulletin, or SAB, No. 101, Revenue Recognition in Financial Statements, as amended by SAB 101A and 101B, or collectively SAB 101, and additional guidance provided by SAB 104, Revenue Recognition. SAB 101 requires that four basic criteria be met before revenues may be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. Determinations of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the fee charged for products delivered and the collectibility of those fees. If changes in conditions cause our management to determine that these criteria are not met for certain future transactions, revenues recognized for any reporting period could be adversely impacted.

~~Revenues~~ We ~~from~~have ~~product~~a ~~sales~~significant ~~are~~presence ~~recognized~~in ~~once the~~Venezuela. ~~wireless communications device and/or related accessory is~~While ~~sold~~ Venezuela’s ~~and~~political ~~shipped to our customer~~ and ~~both~~economic ~~title~~environment ~~and~~has ~~the risks and rewards of ownership have~~ been ~~transferred to the customer~~ ~~or when services have been rendered. In limited situations~~ challenging, ~~we recognize~~our ~~revenues~~operations onin ~~sales~~Venezuela ~~prior to their shipment, but after title and the risks and rewards of ownership~~ have been ~~transferred~~ toprofitable ~~the customer and certain other revenue~~to ~~recognition criteria in accordance with SEC Staff Accounting Bulletin 101~~ date, ~~Revenue~~and ~~Recognition~~we ~~in Financial Statements,~~ have not been ~~satisfied.~~required Weto ~~recognize~~record ~~integrated~~any ~~logistics~~asset ~~service~~ impairments ~~revenues~~for asour ~~the~~Venezuela ~~related services are provided~~operations. ~~We recognize~~However, ~~allowances for sales returns at~~ the ~~time of sale. Our~~economic ~~estimate~~ situation ofin ~~sales~~Venezuela ~~returns is based on our historical returns experience~~ and ~~our~~related ~~evaluation~~accounting oftreatment ~~current market conditions.~~has ~~Actual~~ caused ~~returns~~significant ~~could~~variability ~~vary~~in ~~from~~our ~~this~~reported ~~estimate~~results, ~~based on actual~~as ~~market~~ described ~~conditions~~below.

~~Allowance~~ Venezuela’s ~~for~~economy ~~Doubtful~~was ~~Accounts. We~~deemed ~~provide~~to ~~credit~~meet tothe adefinition ~~large~~of ~~number~~ highly ofinflationary ~~our~~as ~~customers~~of inJuly 1, ~~the~~2009. ~~ordinary~~As ~~course~~a result of ~~business. We~~this ~~try~~ determination, towe ~~mitigate~~changed the ~~risks~~functional ~~associated~~currency ~~with~~of ~~providing credit by~~our ~~performing~~ Venezuelan ~~credit~~subsidiary ~~evaluations~~to ~~and~~the ~~by obtaining credit insurance~~U. WeS. ~~estimate~~dollar, the ~~probable~~reporting ~~loss on our accounts receivable based~~currency ~~on the creditworthiness~~ of ~~our customers and general economic conditions in~~ the ~~countries~~parent, inBrightstar ~~which we operate~~Corp., Aseffective ~~of December~~July 311, ~~2003,~~2009. ~~the allowance for doubtful accounts~~As ~~totaled~~ a ~~$1.8~~consequence ~~million. The actual amount~~ of ~~customer~~this ~~accounts that~~change ~~are~~in ~~not~~functional ~~collected~~currency, ~~may~~the ~~vary~~effect of ~~from~~all ~~our~~Venezuelan ~~estimate~~currency ~~due~~fluctuations toare ~~changes~~classified as in foreign ~~our~~exchange ~~customers’~~gains ~~creditworthiness~~and losses and ~~economic~~included ~~conditions~~ in the determination ~~countries~~of inearnings, ~~which~~beginning ~~we do business~~July 1, ~~among other factors~~2009.

~~Inventory~~ Pursuant ~~Valuation. We~~to ~~value~~certain ~~our~~foreign ~~inventory~~currency atexchange ~~the~~control ~~lower~~ regulations ofin ~~its~~Venezuela, ~~actual~~BCV ~~costs~~centralizes orthe ~~its~~purchase ~~estimated~~and ~~current~~sale of ~~market~~foreign ~~value~~currency within the country. ~~Included~~ inUnder ~~our~~these ~~inventories~~regulations, the ~~are~~purchase ~~estimates~~and sale of ~~reductions~~foreign ~~of inventory~~currency ~~value~~were ~~due~~required to ~~lower~~be made ~~market~~at ~~prices~~an ~~than~~official ~~our~~rate ~~original~~of exchange that is fixed from time to ~~purchase~~ time ~~prices,~~by ~~estimates~~the ~~for~~Executive ~~excess~~Branch and ~~obsolete~~the ~~inventories~~BCV (the “Official Rate”). As of December 31, 2009, the exchange rate was ~~supplier~~ BsF ~~incentives~~2.150 ~~earned~~per ~~through~~U.S. ~~purchases~~dollar. ~~but~~Prior ~~unrealized~~to June 2010, we utilized an ~~pending~~ exemption from the ~~sale~~Venezuelan legal prohibition against exchanging Venezuelan currency with other foreign currency that permitted certain transactions under an indirect “parallel” market of foreign currency exchange. The average rate of exchange in the ~~related~~parallel ~~products~~market ~~and~~was ~~increased~~variable byand ~~estimated~~ at ~~costs~~times ~~for~~differed ~~wireless~~significantly ~~equipment~~from ~~programming~~the Official Rate.

We are required to measure all transactions in Venezuela using the Official Rate, including those actually settled using the parallel market, as we expect future dividends remitted from our Venezuelan subsidiary will be settled using the Official Rate. Accordingly, if we sold a handset for BsF 2.150, and had costs of BsF 1.075 on December 31, 2009, we accounted for such sale as $1 of revenue and $0.50 of gross profit (based on the Official Rate), even though our actual realization in U.S. dollars under the parallel market would reflect much lower revenue and lower gross profits in U.S. dollars. The higher reported revenue and gross profit in this example would be partially offset by foreign exchange losses resulting from execution of the trades in the parallel market. In 2009 and 2010, our reported gross profit and gross margin benefited significantly from the impact of recording Venezuelan sales at the Official Rate as opposed to the realized rate in the parallel market, primarily in the second and third quarters of 2009. The impact of this was a $85.6 million and $22.2 million increase in revenue in 2009 and 2010, respectively, offset by a corresponding foreign exchange loss. For management and region reporting purposes, we classify these losses as reductions in revenue in our Latin America region because we believe doing so provides a more meaningful measure of actual performance in Venezuela.

In the fourth quarter of 2009, we curtailed the use of the parallel market and began to require letters of credit from the customers’ banks confirmed by banks in the United States as guarantee of

~~Taxes.~~ payment ~~We have~~for ~~recorded~~our ~~deferred~~product ~~tax~~sales ~~assets and receivables from local country tax authorities. If realization of deferred tax assets or collectibility of receivables is less than anticipated, we may need~~ to ~~reflect a provision or valuation allowance related to such assets. From time to time, we are subject to various investigations or audits by taxing authorities originating from~~ our ~~U.S.~~Venezuelan ~~or foreign operations covering a wide range of matters that arise in the ordinary course of business~~customers. ~~Each of these~~In ~~matters~~ addition ~~is subject~~ to ~~various~~this ~~uncertainties,~~form ~~and it is possible that some~~ of ~~these~~sales ~~matters~~transaction, ~~may~~we becontinued ~~resolved unfavorably~~ to ~~us. We~~ ~~have~~ occasionally ~~established~~execute ~~accruals~~transactions ~~for~~through ~~matters that we believe are probable and reasonably estimable. Our management believes that any liability that may ultimately result from~~ the ~~resolution~~parallel ofmarket ~~these~~ through ~~matters~~early ~~in excess of amounts provided will not have a material adverse effect on our financial position or results of operations~~2010.

~~Warranty~~ On ~~Liability~~January 8, 2010, the Venezuelan government announced its intention to devalue its currency and move to a two-tier exchange structure, effective January 11, 2010: a 4.30 BsF ~~The~~ rate ~~only~~to ~~products~~the USD for ~~which~~transactions wedeemed priorities by the ~~presently~~ government ~~provide~~and a ~~warranty~~2.60 ~~are~~BsF ~~our~~rate ~~fixed~~to ~~wireless~~the USD for other ~~communications~~ transactions. ~~products~~The latter rate was applicable to our operations in Venezuela. In May 2010, the ~~event~~Venezuelan ~~that~~government ~~our~~enacted reforms ~~actual~~to ~~warranty~~its exchange regulations to close the parallel ~~liability~~ market. ~~exceeds~~In ~~our~~early ~~reserve~~June ~~therefor~~2010, wethe ~~will~~Venezuelan ~~need~~government ~~to record~~introduced additional ~~amounts.~~foreign Weexchange ~~have~~regulations ~~estimated~~under ~~our~~SITME, ~~warranty~~a ~~liability~~newly ~~reserve~~ regulated ~~based~~system, which is controlled by the BCV. The SITME imposes volume restrictions on ~~our~~an ~~limited~~entity’s ~~experience~~foreign ~~with~~trading activity. ~~our~~Foreign ~~fixed~~exchange ~~wireless~~transactions occurring after SITME ~~communications~~ began ~~products,~~in June 2010 and which weare ~~contract~~not ~~manufacture~~conducted through CADIVI or SITME may not comply with the amended exchange regulations. As a result, we further curtailed our parallel market activity in the first half of 2010 and no longer conduct transactions through a parallel market in Venezuela.

~~Accounting~~ In ~~for~~December ~~Stock-Based Compensation. On January 20~~2010, ~~2004,~~the ~~our board~~Venezuelan ofgovernment ~~directors~~announced ~~approved~~ a ~~stock option plan for our company.~~currency ~~In 2004~~ devaluation, weeffective ~~have~~January ~~granted~~2011, ~~options~~wherein tothe ~~purchase~~Bolivar ~~1,382,500 shares of~~would ~~our~~ have ~~common~~one ~~stock~~set togovernment ~~our employees~~rate, ~~with~~eliminating ~~exercise~~the ~~prices equal to~~previously ~~the~~ existing ~~fair~~BsF ~~value~~2.60 ofrate ~~our~~to ~~common stock at~~ the ~~times~~USD offor ~~their~~transactions ~~grant,~~deemed as priorities ~~independently~~by ~~determined,~~the ~~with vesting periods of three years~~government. ~~These~~This ~~options~~announcement ~~were~~resulted ~~granted~~in ~~for terms not exceeding ten~~one ~~years~~ official ~~and~~rate ~~may~~of beBsF ~~forfeited~~4.30 into the ~~event~~USD ~~that~~for anall ~~employee~~transactions. This ~~terminates~~ change ~~his~~had orno ~~her~~impact ~~employment~~on orour ~~relationship~~operations ~~with~~as ~~us.~~the ~~The option~~BsF ~~plan~~4.30 ~~contains~~rate ~~anti-dilution provisions that require the~~to ~~adjustment of~~ the ~~exercise~~USD ~~price~~was ~~and~~ the ~~number~~existing ofrate ~~shares~~applicable ofto our ~~common~~ ~~stock~~operations ~~represented by each option for any stock split or~~in ~~dividend~~ Venezuela. WeAs ~~account~~a ~~for~~result ~~the plan under the recognition and measurement principles~~ of ~~Accounting~~such ~~Principles Board~~change, orwe ~~APB, Opinion~~expect ~~No. 25,~~that ~~Accounting~~our revenue ~~for~~and ~~Stock~~gross ~~Issued~~profits ~~to Employees,~~in ~~and~~Venezuela ~~related~~on ~~interpretations.~~a ~~Our~~reported ~~compensation~~basis ~~plan~~ (prior ~~was~~to ~~approved~~any byoffset ~~our~~for ~~board~~foreign ofcurrency ~~directors~~gains inand ~~January~~losses) ~~2004. No~~will ~~awards~~ more ~~have~~accurately ~~been~~reflect ~~granted~~our toactual ~~employees other than stock options~~results.

~~Quantitative~~ In 2010, our sales to customers in Venezuela represented 10.5% of our consolidated revenue compared to 19.4% in 2009 and ~~Qualitative~~18.4% in ~~Disclosure~~2008. The decrease in revenue share in 2010 relative to 2009 ~~Regarding~~ was ~~Market~~primarily ~~Risk~~attributable to higher growth in our other geographic regions and, to a lesser extent, to the Venezuelan government revising its foreign exchange laws to prohibit private trading of foreign currency. The increase in revenue in 2009 relative to 2008 was mainly attributable to the pricing effect of the highly inflationary economy in Venezuela, as further discussed above.

~~Foreign Currency Exchange~~ ~~Risk. Each~~ Worldwide of Currency ~~our Latin American subsidiaries uses the local currency as~~Fluctuations the functional currency. To mitigate our currency risk, we invoice in U.S. dollars, unless prohibited by the laws of the applicable country. We are generally paid in the local currency, at the prevailing U.S. dollar exchange rate on the date of payment. A significant portion of our consolidated net sales are attributable to our Latin American subsidiaries. Our sales in Mexico were approximately $562.3 million during 2003, which represented approximately 47% of our consolidated net sales. A decrease of 10% in the exchange rate between the Mexican peso and the U.S. dollar would have resulted in a reduction of approximately $13.0 million in our consolidated net sales for the year ended December 31, 2003. Our U.S. operations experienced foreign exchange losses totaling $2.9 million during 2003 primarily related to euro-denominated purchases of products from a French manufacturer. During the quarter ended March 31, 2004, we had a foreign exchange gain of $1.7 million, primarily from our Venezuelan operations. We have from time to time entered into a limited number of foreign exchange contracts intended to help manage our foreign currency risk.

~~Our~~ In ~~foreign operations are subject to various risks~~2008, ~~including~~when ~~political~~the ~~instability,~~major ~~economic~~currencies ~~downturns, currency~~around ~~controls~~the ~~and~~world ~~devaluations,~~devalued ~~exchange rate fluctuations,~~in ~~potentially~~ relation ~~unstable~~to ~~channels~~the ofU.S. ~~distribution~~dollar, ~~increased~~our ~~credit risks,~~operations ~~export~~were ~~control~~exposed ~~laws~~and ~~that limit the markets into which~~ we ~~may~~ suffered ~~enter,~~realized i

Filing Compare · Brightstar Corp.