þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 38-1886260 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
Item 1:
FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
May 31,
August 31,
2011 (Unaudited)
2010
$
911,145
$
744,329
1,045,238
1,408,319
2,257,984
2,094,135
807,666
349,165
35,467
35,560
19,040
22,510
5,076,540
4,654,018
1,593,406
1,451,392
33,943
28,455
95,137
104,113
69,051
55,101
87,491
74,668
$
6,955,568
$
6,367,747
$
80,449
$
167,566
2,752,668
2,741,719
863,887
672,252
34,270
19,236
4,584
4,401
3,735,858
3,605,174
1,107,195
1,018,930
69,713
63,058
86,718
86,351
6,709
1,462
5,006,193
4,774,975
224
220
1,619,003
1,541,507
342,725
123,303
190,188
122,062
(218,785
)
(209,046
)
1,933,355
1,578,046
16,020
14,726
1,949,375
1,592,772
$
6,955,568
$
6,367,747
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share data)
(Unaudited)
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
$
4,227,688
$
3,455,578
$
12,238,532
$
9,548,478
3,909,312
3,193,464
11,313,165
8,831,842
318,376
262,114
925,367
716,636
154,112
151,409
438,368
429,226
6,544
6,331
18,825
21,453
5,187
6,206
16,821
19,954
1,635
628
5,705
13,607
23,944
15,722
152,533
96,533
413,174
224,576
1,771
960
2,418
3,123
(897
)
(626
)
(2,486
)
(2,177
)
25,149
19,503
73,088
59,649
126,510
76,696
340,154
163,981
22,222
24,009
72,737
52,591
104,288
52,687
267,417
111,390
(407
)
656
642
1,241
$
104,695
$
52,031
$
266,775
$
110,149
$
0.49
$
0.24
$
1.24
$
0.51
$
0.47
$
0.24
$
1.21
$
0.51
215,705
213,881
215,092
214,051
222,337
216,522
220,773
218,089
$
0.07
$
0.07
$
0.21
$
0.21
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
$
104,288
$
52,687
$
267,417
$
111,390
25,552
(45,338
)
61,548
(70,643
)
4,340
(1,711
)
6,869
(1,877
)
(923
)
641
(291
)
3,178
133,257
6,279
335,543
42,048
(407
)
656
642
1,241
$
133,664
$
5,623
$
334,901
$
40,807
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(in thousands, except for share data)
(Unaudited)
Accumulated
Common Stock
Additional
Other
Shares
Par
Paid-in
Retained
Comprehensive
Treasury
Noncontrolling
Total
Outstanding
Value
Capital
Earnings
Income
Stock
Interests
Equity
210,496,989
$
220
$
1,541,507
$
123,303
$
122,062
$
(209,046
)
$
14,726
$
1,592,772
857,664
1
12,128
12,129
506,250
1
5,648
5,649
2,774,115
2
(2
)
(680,224
)
(9,739
)
(9,739
)
59,660
59,660
62
62
(47,353
)
(47,353
)
266,775
68,126
642
335,543
652
652
213,954,794
$
224
$
1,619,003
$
342,725
$
190,188
$
(218,785
)
$
16,020
$
1,949,375
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Nine months ended
May 31,
May 31,
2011
2010
$
267,417
$
111,390
234,312
211,943
(1,466
)
(1,467
)
2,963
2,963
3,990
2,770
219
59,854
67,980
(2,305
)
(8,230
)
628
5,705
1,150
(222
)
(178
)
(118
)
3,061
4,607
12,673
23,944
12,756
100,226
(70,093
)
(187,146
)
(607,742
)
(145,384
)
(126,005
)
(10,011
)
1,556
148,289
509,838
12,181
24,545
524,417
142,176
3,985
(320,965
)
(245,118
)
13,669
7,257
(521
)
5,800
(298,032
)
(237,861
)
5,706,610
3,703,460
(5,714,853
)
(3,812,960
)
17,778
6,210
(9,739
)
(5,487
)
(45,306
)
(44,901
)
(14,549
)
586
9,665
179
118
(59,880
)
(143,309
)
311
(36,929
)
166,816
(275,923
)
744,329
876,272
$
911,145
$
600,349
Table of Contents
(Unaudited)
May 31,
August 31,
2011
2010
$
1,577,751
$
1,509,886
402,572
390,069
277,661
194,180
$
2,257,984
$
2,094,135
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
$
104,695
$
52,031
$
266,775
$
110,149
213,862
209,813
212,876
209,121
1,843
4,068
2,216
4,930
215,705
213,881
215,092
214,051
806
413
869
265
5,826
2,228
4,812
3,773
222,337
216,522
220,773
218,089
$
0.49
$
0.24
$
1.24
$
0.51
$
0.47
$
0.24
$
1.21
$
0.51
Table of Contents
Dividend Information
Total Cash
Dividend
Dividend
Dividends
Date of Record for
Dividend Cash
Declaration Date
per Share
Declared
Dividend Payment
Payment Date
(in thousands, except for per share data)
October 25, 2010
$0.07
$15,563
November 15, 2010
December 1, 2010
January 25, 2011
$0.07
$15,634
February 15, 2011
March 1, 2011
April 13, 2011
$0.07
$15,647
May 16, 2011
June 1, 2011
October 22, 2009
$0.07
$15,186
(1)
November 16, 2009
December 1, 2009
January 22, 2010
$0.07
$15,238
February 16, 2010
March 1, 2010
April 14, 2010
$0.07
$15,221
May 17, 2010
June 1, 2010
(1)
Of the $15.2 million in total dividends declared during the first quarter of
fiscal year 2010, $14.4 million was paid out of additional paid-in capital (which
represents the amount of dividends declared in excess of the Companys retained earnings
balance as of the date that the dividend was declared).
Table of Contents
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
*
*
*
1.9
%
*
*
*
0.1% to 3.4%
*
*
*
60.2
%
*
*
*
5.6 years
*
The Company did not grant Options during the three months ended May 31, 2011 and 2010 and the
nine months ended May 31, 2011.
Weighted-
Weighted-
Average
Shares
Aggregate
Average
Remaining
Available
Options
Intrinsic Value
Exercise
Contractual
for Grant
Outstanding
(in thousands)
Price
Life (years)
10,480,001
13,154,272
$
95
$
24.10
4.09
(5,896,748
)
8,850,000
(817,611
)
$
31.70
Table of Contents
Weighted-
Weighted-
Average
Shares
Aggregate
Average
Remaining
Available
Options
Intrinsic Value
Exercise
Contractual
for Grant
Outstanding
(in thousands)
Price
Life (years)
1,196,848
(1,196,848
)
$
25.61
(4,686,743
)
(868,151
)
$
14.23
9,125,747
11,089,273
$
13,512
$
24.25
3.8
10,816,915
$
13,052
$
24.37
3.7
(1)
Represents the maximum number of shares that can be issued based on the
achievement of certain performance criteria.
Weighted -
Average
Grant-Date
Shares
Fair Value
12,189,271
$
13.13
6,160,013
$
14.27
(2,678,115
)
$
16.98
(1,473,270
)
$
13.05
14,197,899
$
12.91
(1)
Represents the maximum number of shares that can vest based on the
achievement of certain performance criteria.
Table of Contents
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
1.1
%
0.8
%
1.1
%
0.8
%
0.2
%
0.2
%
0.2
%
0.2
%
49.7
%
49.0
%
49.7
%
49.0
%
.5 years
.5 years
.5 years
.5 years
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
$
944,212
$
906,408
$
2,903,047
$
2,465,588
833,104
568,882
2,428,246
1,706,632
601,659
541,154
1,746,466
1,479,988
526,022
340,856
1,365,038
862,959
298,788
329,131
855,336
828,972
285,334
9,054
648,944
13,380
738,569
760,093
2,291,455
2,190,959
$
4,227,688
$
3,455,578
$
12,238,532
$
9,548,478
May 31,
August 31,
2011
2010
$
542,334
$
483,181
260,088
255,108
197,919
212,409
126,306
98,395
118,885
110,237
118,104
102,700
358,850
321,930
$
1,722,486
$
1,583,960
Table of Contents
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
$
1,532,902
$
1,064,315
$
4,328,907
$
2,968,920
1,382,633
1,197,479
3,783,550
3,138,725
1,312,153
1,193,784
4,126,075
3,440,833
$
4,227,688
$
3,455,578
$
12,238,532
$
9,548,478
income before income tax
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
$
94,338
$
61,107
$
275,522
$
160,489
54,052
56,795
163,410
133,601
29,383
13,959
89,096
39,847
177,773
131,861
528,028
333,937
20,053
27,487
59,854
67,980
5,187
6,206
16,821
19,954
1,635
628
5,705
Table of Contents
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
13,607
23,944
15,722
1,771
960
2,418
3,123
(897
)
(626
)
(2,486
)
(2,177
)
25,149
19,503
73,088
59,649
$
126,510
$
76,696
$
340,154
$
163,981
May 31,
August 31,
2011
2010
$
2,331,431
$
2,194,998
1,291,140
1,033,910
1,154,217
1,469,476
2,178,780
1,669,363
$
6,955,568
$
6,367,747
Amount
$
10,828
5,762
3,986
(6,900
)
$
13,676
Amount
$
14,280
5,434
(6,196
)
$
13,518
Table of Contents
August 31, 2010
May 31, 2011
Accumulated
Acquisitions
Foreign
Accumulated
Gross
Impairment
&
Currency
Gross
Impairment
Reportable Segment
Balance
Balance
Adjustments
Impact
Balance
Balance
Net Balance
$
583,423
$
(558,768
)
$
$
554
$
583,977
$
(558,768
)
$
25,209
335,584
(331,784
)
4,128
806
340,518
(331,784
)
8,734
132,269
(132,269
)
132,269
(132,269
)
$
1,051,276
$
(1,022,821
)
$
4,128
$
1,360
$
1,056,764
$
(1,022,821
)
$
33,943
Gross
Net
carrying
Accumulated
carrying
May 31, 2011
amount
amortization
amount
$
85,283
$
(51,217
)
$
34,066
80,561
(73,057
)
7,504
53,567
53,567
$
219,411
$
(124,274
)
$
95,137
Gross
Net
carrying
Accumulated
carrying
August 31, 2010
amount
amortization
amount
$
83,746
$
(43,698
)
$
40,048
85,166
(68,989
)
16,177
47,888
47,888
$
216,800
$
(112,687
)
$
104,113
Table of Contents
Fiscal year ending August 31,
Amount
$
5,242
13,470
8,915
7,684
4,752
1,507
$
41,570
Table of Contents
Table of Contents
Table of Contents
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
$
376
$
364
$
1,136
$
1,152
1,441
1,353
4,259
4,338
(1,118
)
(1,000
)
(3,315
)
(3,212
)
(6
)
(26
)
(19
)
(87
)
447
292
1,453
932
(1,874
)
$
1,140
$
983
$
1,640
$
3,123
May 31,
August 31,
2011
2010
$
303,072
$
301,782
397,426
397,140
400,000
78,000
73,750
2,449
342,380
71,436
2
8
6,695
1,187,644
$
1,186,496
80,449
167,566
$
1,107,195
$
1,018,930
Table of Contents
Table of Contents
Level 1
Level 2
Level 3
Total
$
$
9,871
$
$
9,871
(4,724
)
(4,724
)
$
$
5,147
$
$
5,147
Fair Values of Derivative Instruments
At May 31, 2011
Asset Derivatives
Liability Derivatives
Balance Sheet
Fair
Balance Sheet
Fair
Location
Value
Location
Value
Prepaid expenses and other current assets
$
3,571
Accrued expense
$
93
Prepaid expenses and other current assets
$
6,300
Accrued expense
$
4,631
Table of Contents
Fair Values of Derivative Instruments
At August 31, 2010
Asset Derivatives
Liability Derivatives
Balance Sheet
Fair
Balance Sheet
Fair
Location
Value
Location
Value
Prepaid expenses and other current assets
$
669
Accrued expense
$
1,046
Prepaid expenses and other current assets
$
4,814
Accrued expense
$
3,268
Location of Gain
Amount of Gain
Amount of Gain
(Loss) Recognized in
(Loss) Recognized in
Derivatives in Cash
Amount of Gain
Location of Gain (Loss)
(Loss)
Income on Derivative
Income on Derivative
Flow Hedging
(Loss) Recognized
Reclassified from
Reclassified from
(Ineffective Portion
(Ineffective Portion
Relationship for the
in OCI on
AOCI
AOCI
and Amount Excluded
and Amount Excluded
Nine Months Ended
Derivative
into Income
into Income
from Effectiveness
from Effectiveness
May 31, 2011
(Effective Portion)
(Effective Portion)
(Effective Portion)
Testing)
Testing)
$
1,624
Revenue
$
1,506
Revenue
$
344
$
4,212
Cost of revenue
$
1,423
Cost of revenue
$
345
$
1,033
Selling, general and administrative
$
482
Selling, general and administrative
$
200
Location of Gain
Amount of Gain
Amount of Gain
(Loss) Recognized in
(Loss) Recognized in
Derivatives in Cash
Amount of Gain
Location of Gain (Loss)
(Loss)
Income on Derivative
Income on Derivative
Flow Hedging
(Loss) Recognized
Reclassified from
Reclassified from
(Ineffective Portion
(Ineffective Portion
Relationship for
in OCI on
AOCI
AOCI
and Amount Excluded
and Amount Excluded
the Nine Months
Derivative
into Income
into Income
from Effectiveness
from Effectiveness
Ended May 31, 2010
(Effective Portion)
(Effective Portion)
(Effective Portion)
Testing)
Testing)
$
(11,484
)
Revenue
$
(11,484
)
Revenue
$
42
$
9,635
Cost of revenue
$
11,498
Cost of revenue
$
2,437
$
(14
)
Selling, general and administrative
$
(14
)
Selling, general and administrative
$
29
Table of Contents
Amount of Gain (Loss) Recognized in
Location of Gain (Loss) Recognized in
Income on Derivative for the Nine months
Derivatives not designated as hedging instruments
Income on Derivative
ended May 31, 2011
Cost of revenue
$
(2,483
)
Gain/(Loss) for the
Gain/(Loss) for the
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
$
6,111
$
$
6,695
$
$
(6,111
)
$
$
(6,695
)
$
Table of Contents
Location of Gain or
Amount of Gain or
Amount of Gain
(Loss) Recognized in
(Loss) Recognized in
Amount of Gain
Location of Gain (Loss)
or (Loss)
Income on Derivative
Income on Derivative
(Loss) Recognized
Reclassified from
Reclassified from
(Ineffective Portion
(Ineffective Portion
Derivatives in Cash Flow
in OCI on
Accumulated OCI
Accumulated OCI
and Amount Excluded
and Amount Excluded
Hedging Relationship for the Nine
Derivative
into Income
into Income
from Effectiveness
from Effectiveness
Months Ended May 31, 2011
(Effective Portion)
(Effective Portion)
(Effective Portion)
Testing)
Testing)
$
Interest expense
$
(2,963
)
Interest expense
$
Location of Gain or
Amount of Gain or
Amount of Gain
(Loss) Recognized in
(Loss) Recognized in
Amount of Gain
Location of Gain (Loss)
or (Loss)
Income on Derivative
Income on Derivative
(Loss) Recognized
Reclassified from
Reclassified from
(Ineffective Portion
(Ineffective Portion
Derivatives in Cash Flow
in OCI on
Accumulated OCI
Accumulated OCI
and Amount Excluded
and Amount Excluded
Hedging Relationship for the Nine
Derivative
into Income
into Income
from Effectiveness
from Effectiveness
Months Ended May 31, 2010
(Effective Portion)
(Effective Portion)
(Effective Portion)
Testing)
Testing)
$
(13
)
Interest expense
$
(3,178
)
Interest expense
$
Nine months ended
May 31, 2011
$
(16,086
)
6,869
(291
)
$
(9,508
)
Nine months
ended May 31, 2010
$
(18,861
)
(1,877
)
3,178
$
(17,560
)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
business conditions and growth or declines in our customers industries, the electronic manufacturing services
industry and the general economy;
variability of our operating results;
our dependence on a limited number of major customers;
availability of components;
our dependence on certain industries;
our production levels are subject to the variability of customer requirements, including seasonal influences on the
demand for certain end products;
our substantial international operations, and the resulting risks related to our operating internationally;
the ongoing situation in Japan, as a result of the recent earthquake and tsunami, and its effects on our Japanese
facility, supply chain, shipping costs, customers and suppliers;
the potential consolidation of our customer base, and the potential movement by some of our customers of a portion of
their manufacturing from us in order to more fully utilize their excess internal manufacturing capacity;
our ability to successfully negotiate definitive agreements and consummate dispositions and acquisitions, and to
integrate operations following the consummation of acquisitions;
our ability to take advantage of our past, current and possible future restructuring efforts to improve utilization
and realize savings and whether any such activity will adversely affect our cost structure, our ability to service
customers and our labor relations;
our ability to maintain our engineering, technological and manufacturing process expertise;
other economic, business and competitive factors affecting our customers, our industry and our business generally; and
other factors that we may not have currently identified or quantified.
Table of Contents
Item 2:
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
integrated design and engineering;
component selection, sourcing and procurement;
automated assembly;
design and implementation of product testing;
parallel global production;
enclosure services;
systems assembly, direct order fulfillment and configure to order; and
aftermarket services.
Table of Contents
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
$
4,227,688
$
3,455,578
$
12,238,532
$
9,548,478
$
318,376
$
262,114
$
925,367
$
716,636
$
152,533
$
96,533
$
413,174
$
224,576
$
104,695
$
52,031
$
266,775
$
110,149
$
0.49
$
0.24
$
1.24
$
0.51
$
0.47
$
0.24
$
1.21
$
0.51
$
0.07
$
0.07
$
0.21
$
0.21
Three months ended
May 31,
February 28,
November 30,
August 31,
2011
2011
2010
2010
11 days
11 days
16 days
17 days
7 turns
7 turns
7 turns
7 turns
22 days
24 days
26 days
33 days
52 days
53 days
52 days
53 days
63 days
66 days
62 days
69 days
Table of Contents
Table of Contents
Table of Contents
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
100.0
%
100.0
%
100.0
%
100.0
%
92.5
%
92.4
%
92.4
%
92.5
%
7.5
%
7.6
%
7.6
%
7.5
%
3.6
%
4.4
%
3.6
%
4.4
%
0.2
%
0.2
%
0.2
%
0.2
%
0.1
%
0.2
%
0.1
%
0.2
%
0.1
%
0.1
%
0.2
%
0.2
%
3.6
%
2.8
%
3.4
%
2.4
%
0.6
%
0.6
%
0.6
%
0.6
%
3.0
%
2.2
%
2.8
%
1.8
%
0.5
%
0.7
%
0.6
%
0.6
%
2.5
%
1.5
%
2.2
%
1.2
%
2.5
%
1.5
%
2.2
%
1.2
%
Table of Contents
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
17
%
11
%
16
%
11
%
12
%
13
%
12
%
13
%
7
%
8
%
7
%
7
%
36
%
32
%
35
%
31
%
33
%
34
%
31
%
33
%
31
%
34
%
34
%
36
%
100
%
100
%
100
%
100
%
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Three months ended
Nine months ended
May 31,
May 31,
May 31,
May 31,
2011
2010
2011
2010
$
152,533
$
96,533
$
413,174
$
224,576
5,187
6,206
16,821
19,954
20,053
27,487
59,854
67,980
1,635
628
5,705
13,607
23,944
15,722
$
177,773
$
131,861
$
528,028
$
333,937
$
104,695
$
52,031
$
266,775
$
110,149
5,174
6,191
16,785
19,919
19,268
26,825
58,279
66,713
1,693
628
5,777
13,607
23,944
15,722
$
129,137
$
86,740
$
380,018
$
218,280
$
0.49
$
0.24
$
1.24
$
0.51
$
0.47
$
0.24
$
1.21
$
0.51
$
0.60
$
0.41
$
1.77
$
1.02
$
0.58
$
0.40
$
1.72
$
1.00
215,705
213,881
215,092
214,051
222,337
216,522
220,773
218,089
Table of Contents
Total Cash
Dividend
Dividend
Dividends
Date of Record for
Dividend Cash
Declaration Date
per Share
Declared
Dividend Payment
Payment Date
(in thousands, except for per share data)
October 25, 2010
$
0.07
$
15,563
November 15, 2010
December 1, 2010
January 25, 2011
$
0.07
$
15,634
February 15, 2011
March 1, 2011
April 13, 2011
$
0.07
$
15,647
May 16, 2011
June 1, 2011
October 22, 2009
$
0.07
$
15,186
(1)
November 16, 2009
December 1, 2009
January 22, 2010
$
0.07
$
15,238
February 16, 2010
March 1, 2010
April 14, 2010
$
0.07
$
15,221
May 17, 2010
June 1, 2010
July 22, 2010
$
0.07
$
15,247
August 16, 2010
September 1, 2010
(1)
Of the $15.2 million in total dividends declared during the first quarter of
fiscal year 2010, $14.4 million was paid out of additional paid-in capital (which
represents the amount of dividends declared in excess of the Companys retained earnings
balance at the date that the dividends were declared).
Table of Contents
Nine months ended
May 31,
May 31,
2011
2010
$
524,417
$
142,176
(298,032
)
(237,861
)
(59,880
)
(143,309
)
311
(36,929
)
$
166,816
$
(275,923
)
Table of Contents
Table of Contents
May 31,
August 31,
2011
2010
$
303,072
$
301,782
397,426
397,140
400,000
78,000
73,750
Table of Contents
May 31,
August 31,
2011
2010
2,449
342,380
71,436
2
8
6,695
1,187,644
$
1,186,496
80,449
167,566
$
1,107,195
$
1,018,930
(a)
During the fourth quarter of fiscal year 2009, we issued a total of $312.0 million,
seven-year, publicly-registered senior unsecured notes (the 7.750% Senior Notes) at 96.1% of
par, resulting in net proceeds of approximately $300.0 million. The 7.750% Senior Notes mature
on July 15, 2016 and pay interest semiannually on January 15 and July 15. Also, the 7.750%
Senior Notes are our senior unsecured obligations and rank equally with all other existing and
future senior unsecured debt obligations. We are subject to covenants such as limitations on
our and/or our subsidiaries ability to: consolidate or merge with, or convey, transfer or
lease all or substantially all of our assets to, another person; create certain liens; enter
into sale and leaseback transactions; create, incur, issue, assume or guarantee funded debt
(which only applies to our restricted subsidiaries); and guarantee any of our indebtedness
(which only applies to our subsidiaries). We are also subject to a covenant requiring our
repurchase of the 7.750% Senior Notes upon a change of control repurchase event.
(b)
During the second and third quarters of fiscal year 2008, we issued $250.0 million and $150.0
million, respectively, of ten-year, unregistered 8.250% notes at 99.965% of par and 97.5% of
par, respectively, resulting in net proceeds of approximately $245.7 million and $148.5
million, respectively. On July 18, 2008, we completed an exchange whereby all of the
outstanding unregistered 8.250% Notes were exchanged for registered 8.250% Notes (collectively
the 8.250% Senior Notes) that are substantially identical to the unregistered notes except
that the 8.250% Senior Notes are registered under the Securities Act and do not have any
transfer restrictions, registration rights or rights to additional special interest.
The 8.250% Senior Notes mature on March 15, 2018 and pay interest semiannually on March 15 and
September 15. The interest rate payable on the 8.250% Senior Notes is subject to adjustment
from time to time if the credit ratings assigned to the 8.250% Senior Notes increase or
decrease, as provided in the 8.250% Senior Notes. The 8.250% Senior Notes are our senior
unsecured obligations and rank equally with all other existing and future senior unsecured debt
obligations.
We are subject to covenants such as limitations on our and/or our subsidiaries ability to:
consolidate or merge with, or convey, transfer or lease all or substantially all of our assets
to, another person; create certain liens; enter into sale and leaseback transactions; create,
incur, issue, assume or guarantee any funded debt (which only applies to our restricted
subsidiaries); and guarantee any of our indebtedness (which only applies to our subsidiaries).
We are also subject to a covenant requiring our repurchase of the 8.250% Senior Notes upon a
change of control repurchase event.
(c)
During the first quarter of fiscal year 2011, we issued the 5.625% Senior Notes at par. The
net proceeds from the offering of $400.0 million were used to fully repay the term portion of
the Old Credit Facility and partially repay amounts outstanding under our foreign asset-backed
securitization program. The 5.625% Senior Notes mature on December 15, 2020. Interest on the
5.625% Senior Notes is payable semiannually on June 15 and December 15 of each year, beginning
on June 15, 2011. The 5.625% Senior Notes are our senior unsecured obligations and rank
equally with all other existing and future senior unsecured debt obligations. We are subject
to covenants such as limitations on our and/or our subsidiaries ability to: consolidate or
merge with, or convey, transfer or lease all or substantially all of our assets to, another
person; create certain liens; enter into sale and leaseback transactions; create, incur,
issue, assume or guarantee any funded debt (which only applies to our restricted
subsidiaries); and guarantee any of our indebtedness (which only applies to our
subsidiaries). We are also subject to a covenant requiring our repurchase of the 5.625% Senior
Notes upon a change of control repurchase event.
(d)
As of May 31, 2011, three of our foreign subsidiaries have entered into credit facilities to
finance their future growth and any corresponding working capital needs. The credit facilities
are denominated in U.S. dollars. The credit facilities incur interest at fixed and variable
rates ranging from 1.82% to 3.6%.
(e)
During the second quarter of fiscal year 2011, we amended and restated the five-year Old
Credit Facility (the Amended and Restated Credit Facility). The Amended and Restated Credit
Facility provides for a revolving credit in the amount of $1.0 billion, subject to potential
uncommitted increases up to $1.3 billion, and expires on December 7, 2015. Some or all of the
lenders under the Amended and Restated Credit Facility and their affiliates have various other
relationships with us and our subsidiaries involving the provision of financial services,
including cash management, loans, letter of credit and bank guarantee facilities,
Table of Contents
investment banking and trust services. We, along with some of our subsidiaries, have entered into foreign
exchange contracts and other derivative arrangements with certain of the lenders and their
affiliates. In addition, many if not most of the agents and lenders under the Amended and
Restated Credit Facility held positions as agent and/or lender under our Old Credit Facility.
Interest and fees on the Amended and Restated Credit Facility advances are based on our
non-credit enhanced long-term senior unsecured debt rating as determined by S&P and Moodys.
Interest is charged at a rate equal to either 0.40% to 1.50% above the base rate or 1.40% to
2.50% above the Eurocurrency rate, where the base rate represents the greatest of Citibank,
N.A.s prime rate, 0.50% above the federal funds rate or 1.0% above one-month LIBOR, and the
Eurocurrency rate represents adjusted London Interbank Offered Rate for the applicable
interest period, each as more fully described in this credit agreement. Fees include a
facility fee based on the revolving credit commitments of the lenders and a letter of credit
fee based on the amount of outstanding letters of credit. We, along with our subsidiaries, are
subject to the following financial covenants: (1) a maximum ratio of (a) Debt (as defined in
the credit agreement) to (b) Consolidated EBITDA (as defined in the credit agreement) and (2)
a minimum ratio of (a) Consolidated EBITDA to (b) interest payable on, and amortization of
debt discount in respect of, all Debt (as defined in the credit agreement) and loss on sale of
trade accounts receivables pursuant to any of our, or our subsidiaries, securitization
programs. In addition, we are subject to other covenants, such as: limitation upon liens;
limitation upon mergers, etc.; limitation upon accounting changes; limitation upon subsidiary
debt; limitation upon sales, etc. of assets; limitation upon changes in nature of business;
payment restrictions affecting subsidiaries; compliance with laws, etc.; payment of taxes,
etc.; maintenance of insurance; preservation of corporate existence, etc.; visitation rights;
keeping of books; maintenance of properties, etc.; transactions with affiliates; and reporting
requirements.
During the three months ended May 31, 2011, we borrowed and repaid $1.4 billion against the
Amended and Restated Credit Facility under multiple draws. These borrowings were repaid in full
during the third quarter of fiscal year 2011. A draw in the amount of $400.0 million was made
under the term portion of the Old Credit Facility during the fourth quarter of fiscal year
2007, and was repaid in full during the first quarter of fiscal year 2011.
In addition to the loans described above, at May 31, 2011, we have additional loans outstanding
to fund working capital needs. These additional loans total approximately $2.4 million and are
denominated in Euros. The loans are due and payable within 12 months and are classified as
short-term on our Condensed Consolidated Balance Sheets.
(f)
On May 11, 2011, we amended the foreign asset-backed securitization program. Prior to
execution of the amendment, we recognized interest expense of approximately $0.3 million and
$0.9 million during the three months and nine months ended May 31, 2011, respectively,
associated with the secured borrowings. As a result of the amendment, the accounts receivable
transferred under this program qualify for sale treatment and as such are no longer accounted
for as secured borrowings.
The program was accounted for as a secured borrowing in fiscal year 2010. At May 31, 2010, we
had $58.1 million of debt outstanding under the program. In addition, we incurred interest
expense of $0.4 million and $1.8 million recorded within the Condensed Consolidated Statements
of Operations during the three months and nine months ended May 31, 2010, respectively.
(g)
This amount represents the fair value hedge accounting adjustment related to the 7.750%
Senior Notes. For further discussion of our fair value hedges, see Note 11 Derivative
Financial Instruments and Hedging Activities to the Condensed Consolidated Financial
Statements.
Table of Contents
Payments due by period (in thousands)
Less than 1
After 5
Total
year
1-3 years
4-5 years
years
$
1,187,644
$
80,449
$
2
$
$
1,107,193
565,042
79,975
159,360
159,360
166,347
207,651
62,240
70,340
39,629
35,442
52,914
4,720
9,232
13,170
25,792
$
2,013,251
$
227,384
$
238,934
$
212,159
$
1,334,774
(a)
At May 31, 2011, our notes payable and long-term debt pay interest at predominately fixed
rates.
(b)
During the first quarter of fiscal year 2009, we committed $10.0 million to an independent
private equity limited partnership which invests in companies that address resource limits in
energy, water and materials (commonly referred to as the CleanTech sector). Of that amount,
we have invested $5.2 million as of May 31, 2011. The remaining commitment of $4.8 million is
callable over the next 27 months by the general partner. As the capital calls have no
specified timing, this commitment has been excluded from the above table as we cannot
currently determine when such commitment calls will occur.
(c)
At May 31, 2011, we have $0.6 million and $86.7 million recorded as a current and a long-term
liability, respectively, for uncertain tax positions. We are not able to reasonably estimate
the timing of payments, or the amount by which our liability for these uncertain tax positions
will increase or decrease over time, and accordingly, this liability has been excluded from
the above table.
Table of Contents
Table of Contents
Table of Contents
adverse changes in current macro-economic conditions, both in the U.S. and
internationally;
the ongoing situation in Japan, as a result of the recent earthquake and
tsunami, and its effects on our Japanese facility, supply chain, shipping costs,
customers and suppliers;
the level and timing of customer orders;
the level of capacity utilization of our manufacturing facilities and
associated fixed costs;
the composition of the costs of revenue between materials, labor and
manufacturing overhead;
price competition;
changes in demand for our products or services;
changes in demand in our customers end markets;
our exposure to financially troubled customers;
our level of experience in manufacturing a particular product;
the degree of automation used in our assembly process;
the efficiencies achieved in managing inventories and fixed assets;
fluctuations in materials costs and availability of materials;
adverse changes in political conditions, both in the U.S. and internationally,
including among other things, adverse changes in tax laws and rates (and the
governments interpretations thereof), adverse changes in trade policies and adverse
changes in fiscal and monetary policies;
seasonality in customers product requirements; and
the timing of expenditures in anticipation of increased sales, customer product
delivery requirements and shortages of components or labor.
Table of Contents
recessionary periods in our customers markets;
the inability of our customers to adapt to rapidly changing technology and
evolving industry standards, which contributes to short product life cycles;
the inability of our customers to develop and market their products, some of
which are new and untested;
the potential that our customers products become obsolete;
the failure of our customers products to gain widespread commercial
acceptance;
increased competition among our customers and their respective competitors
which may result in a loss of business, or a reduction in pricing power, for our
customers; and
new product offerings by our customers competitors may prove to be more
successful than our customers product offerings.
Table of Contents
variation in demand for our customers products;
our customers attempts to manage their inventory;
electronic design changes;
changes in our customers manufacturing strategy; and
acquisitions of or consolidations among customers.
Table of Contents
Table of Contents
respond more quickly to new or emerging technologies;
have greater name recognition, critical mass and geographic market presence;
be better able to take advantage of acquisition opportunities;
adapt more quickly to changes in customer requirements;
devote greater resources to the development, promotion and sale of their
services;
be better positioned to compete on price for their services, as a result of any
combination of lower labor costs, lower components costs, lower facilities costs or
lower operating costs; and
have excess capacity, and be better able to utilize such excess capacity which
may reduce the cost of their product or service.
Table of Contents
difficulties in staffing and managing foreign operations;
less flexible employee relationships which can be difficult and expensive to
terminate;
labor unrest and dissatisfaction, including increased scrutiny of the labor
practices (including but not limited to working conditions, compliance with employment
and labor laws and compensation) of us and others in our industry by the media and
other third parties, which may result in further scrutiny and allegations of
violations, more stringent and burdensome labor laws and regulations, higher labor
costs, and/or loss of revenues if our customers become dissatisfied with our labor
practices and diminish or terminate their relationship with us;
burdens of complying with a wide variety of labor practices and foreign laws,
including those relating to export and import duties, environmental policies and
privacy issues;
rising labor costs, in particular within the lower-cost regions in which
we operate, which could adversely impact our operating results if we are unable to
recover such costs in our pricing to our customers;
political and economic instability (including acts of terrorism, widespread
criminal activities and outbreaks of war);
inadequate infrastructure for our operations (e.g., lack of adequate power,
water, transportation and raw materials);
health concerns and related government actions;
coordinating our communications and logistics across geographic distances and
multiple time zones;
risk of governmental expropriation of our property;
Table of Contents
less favorable, or relatively undefined, intellectual property laws;
unexpected changes in regulatory requirements and laws or government or
judicial interpretations of such regulatory requirements and laws;
longer customer payment cycles and difficulty collecting trade accounts
receivable;
domestic and foreign export control laws, including the International Traffic in
Arms Regulations and the Export Administration Regulations (EAR), regulation by the
United States Department of Commerces Bureau of Industry and Security under the EAR, as
well as additional export duties, import controls and trade barriers (including quotas);
adverse trade policies, and adverse changes to any of the policies of either
the U.S. or any of the foreign jurisdictions in which we operate;
adverse changes in tax rates;
adverse changes to the manner in which the U.S. taxes U.S.-based multinational
companies or interprets its tax laws;
legal or political constraints on our ability to maintain or increase prices;
governmental restrictions on the transfer of funds to us from our operations
outside the U.S.;
fluctuations in currency exchange rates, which could affect local payroll and
other expenses;
inability to utilize net operating losses incurred by our foreign operations
against future income in the same jurisdiction; and
economies that are emerging or developing , that may be subject to greater
currency volatility, negative growth, high inflation, limited availability of foreign
exchange and other risks.
Financial risks, such as (1) the payment of a purchase price that exceeds the
future value that we may realize from the acquired operations and businesses; (2) an
increase in our expenses and working capital requirements, which could reduce our
return on invested capital; (3) potential known and unknown liabilities of the acquired
businesses; (4) costs associated with integrating acquired operations and businesses;
(5) the dilutive effect of the issuance of any additional equity securities we issue as
consideration for, or to finance, the acquisition; (6) the incurrence of additional
debt; (7) the
Table of Contents
financial impact of incorrectly valuing goodwill and other intangible
assets involved in any acquisitions, potential future impairment write-downs of
goodwill and indefinite life intangibles and the amortization of other intangible
assets; (8) possible adverse tax and accounting effects; and (9) the risk that we spend
substantial amounts purchasing these manufacturing facilities and assume significant
contractual and other obligations with no guaranteed levels of revenue or that we may
have to close or sell acquired facilities at our cost, which may include substantial
employee severance costs and asset write-offs, which have resulted, and may result, in
our incurring significant losses.
Operating risks, such as (1) the diversion of managements attention to the
assimilation of the acquired businesses; (2) the risk that the acquired businesses will
fail to maintain the quality of services that we have historically provided; (3) the
need to implement financial and other systems and add management resources; (4) the
need to maintain customer, supplier or other favorable business relationships of
acquired operations and restructure or terminate unfavorable relationships; (5) the potential
for deficiencies in internal controls of
the acquired operations; (6) we may not be able to attract and retain the employees
necessary to support the acquired businesses; (7) unforeseen difficulties (including any
unanticipated liabilities) in the acquired operations; and (8) the impact on us of any
unionized work force we may acquire or any labor disruptions that might occur.
the integration into our business of the acquired assets and facilities may be
time-consuming and costly;
we, rather than the divesting company, may bear the risk of excess capacity;
we may not achieve anticipated cost reductions and efficiencies;
we may be unable to meet the expectations of the divesting company as to
volume, product quality, timeliness, pricing requirements and cost reductions; and
if demand for the divesting companys products declines, it may reduce their
volume of purchases and we may not be able to sufficiently reduce the expenses of
operating the facility we acquired from them or use such facility to provide services
to other customers.
Table of Contents
hire, retain and expand our qualified engineering and technical personnel;
maintain our technological expertise;
develop and market manufacturing services that meet changing customer needs;
and
successfully anticipate or respond to technological changes in manufacturing
processes on a cost-effective and timely basis.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
make it difficult for us to obtain any necessary financing in the future for
other acquisitions, working capital, capital expenditures, debt service requirements or
other purposes;
limit our flexibility in planning for, or reacting to changes in, our business;
make us more vulnerable in the event of a downturn in our business; and
impact certain financial covenants that we are subject to in connection with
our debt and securitization programs, including, among others, the maximum ratio of
debt to consolidated EBITDA (as defined in our debt agreements and securitization
programs).
Table of Contents
a poison pill shareholder rights plan;
a restriction in our bylaws on the ability of shareholders to take action by
less than unanimous written consent; and
a statutory restriction on business combinations with some types of interested
shareholders.
Table of Contents
Table of Contents
Approximate
Total Number of
Dollar Value of
Shares
Shares that May
Purchased as
Yet Be
Total Number
Part of Publicly
Purchased
of Shares
Average Price
Announced
Under the
Period
Purchased (1)
Paid per Share
Program
Program
2
$
21.79
871
$
19.11
873
$
19.11
(1)
The number of shares reported above as purchased are attributable to shares surrendered to
us by employees in payment of the exercise price related to Option exercises or minimum tax
obligations related to vesting of restricted shares.
Table of Contents
Item 6:
EXHIBITS
The Registrants Certificate of Incorporation, as amended.
The Registrants Bylaws, as amended.
Form of Certificate for Shares of the Registrants Common Stock.
Rights Agreement, dated as of October 19, 2001, between the Registrant and EquiServe Trust Company,
N.A., which includes the form of the Certificate of Designation as Exhibit A, form of the Rights
Certificate as Exhibit B, and the Summary of Rights as Exhibit C.
Indenture, dated January 16, 2008 by the Registrant and The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee.
Form of 8.250% Registered Senior Notes issued on July 18, 2008.
Form of 7.750% Registered Senior Notes issued on August 11, 2009.
Officers Certificate of the Registrant pursuant to the Indenture, dated August 11, 2009.
Form of 5.625% Registered Senior Notes issued on November 2, 2010.
Officers Certificate of the Registrant pursuant to the Indenture, dated November 2, 2010.
Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU EPS NON).
Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU EPS OEU).
Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU EPS ONEU).
Form of Time-Based Restricted Stock Unit Award Agreement (TBRSU DIR).
Form of Time-Based Restricted Stock Unit Award Agreement (TBRSU NON).
Form of Time-Based Restricted Stock Unit Award Agreement (TBRSU OEU).
Form of Time-Based Restricted Stock Unit Award Agreement (TBRSU ONEU).
Rule 13a-14(a)/15d-14(a) Certification by the President and Chief Executive Officer of the Registrant.
Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant.
Section 1350 Certification by the President and Chief Executive Officer of the Registrant.
Section 1350 Certification by the Chief Financial Officer of the Registrant.
XBRL Instance Document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
XBRL Taxonomy Extension Definitions Linkbase Document.
(1)
Incorporated by reference to an exhibit to the Registrants Quarterly Report on Form 10-Q
for the quarter ended February 29, 2000.
Table of Contents
(2)
Incorporated by reference to the Registrants Current Report on Form 8-K filed by the
Registrant on October 29, 2008.
(3)
Incorporated by reference to an exhibit to Amendment No. 1 to the Registration Statement on
Form S-1 filed by the Registrant on March 17, 1993 (File No. 33-58974).
(4)
Incorporated by reference to the Registrants Form 8-A (File No. 001-14063) filed October 19,
2001.
(5)
Incorporated by reference to the Registrants Current Report on Form 8-K filed by the
Registrant on January 17, 2008.
(6)
Incorporated by reference to the Registrants Annual Report on Form 10-K for the fiscal year
ended August 31, 2008.
(7)
Incorporated by reference to the Registrants Current Report on Form 8-K filed by the
Registrant on August 12, 2009.
(8)
Incorporated by reference to the Registrants Current Report on Form 8-K filed by the
Registrant on November 2, 2010.
(9)
These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of
the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to liability under those sections.
Table of Contents
Jabil Circuit, Inc.
Registrant
Date: June 30, 2011
By:
/s/ TIMOTHY L. MAIN
Timothy L. Main
President and Chief Executive Officer
Date: June 30, 2011
By:
/s/ FORBES I.J. ALEXANDER
Forbes I.J. Alexander
Chief Financial Officer
Table of Contents
Exhibit No.
Description
Rule 13a-14(a)/15d-14(a) Certification by the President and Chief Executive Officer of Jabil Circuit, Inc.
Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of Jabil Circuit, Inc.
Section 1350 Certification by the President and Chief Executive Officer of Jabil Circuit, Inc.
Section 1350 Certification by the Chief Financial Officer of Jabil Circuit, Inc.
Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU EPS NON).
Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU EPS OEU).
Form of Performance-Based Restricted Stock Unit Award Agreement (PBRSU EPS ONEU).
Form of Time-Based Restricted Stock Unit Award Agreement (TBRSU DIR).
Form of Time-Based Restricted Stock Unit Award Agreement (TBRSU NON).
Form of Time-Based Restricted Stock Unit Award Agreement (TBRSU OEU).
Form of Time-Based Restricted Stock Unit Award Agreement (TBRSU ONEU).
XBRL Instance Document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
XBRL Taxonomy Extension Definitions Linkbase Document.
Cumulative EPS for Three Fiscal Years | Percentage of Shares Vested | |
Beginning [ ] and | ||
Ending [ ] | ||
Less than [$X] | [X]% | |
[$X] | [X]% |
2
Cumulative EPS for Four Fiscal Years | Percentage of Shares Vested | |
Beginning [ ] and | ||
Ending [ ] | ||
Less than [$X] | [X]% | |
[$X] | [X]% |
Cumulative EPS for Five Fiscal Years | Percentage of Shares Vested | |
Beginning [ ] and | ||
Ending [ ] | ||
Less than [$X] | [X]% | |
[$X] | [X]% |
3
4
(i) | The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantees position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith; |
(ii) | Any material reduction in the Grantees compensation; or |
(iii) | Change in location of the Grantees assigned office of more than 35 miles without prior consent of the Grantee. |
The Grantees resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantees resignation is within one year following the effective date of the occurrence of the Good Reason. |
5
6
7
8
9
10
11
(D) | any delayed payment shall be made on the date six months and one day after separation from service; |
(E) | during the six-month delay period, accelerated settlement will be permitted in the event of the Grantees death and for no other reason (including no acceleration upon a Change in Control) except to the extent permitted under Code Section 409A; and |
(F) | any settlement that is not triggered by a separation from service, or is triggered by a separation from service but would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. |
12
13
14
15
16
Cumulative EPS for Three Fiscal Years | Percentage of Shares Vested | |
Beginning [ ] and | ||
Ending [ ] | ||
Less than [$X] | [X]% | |
[$X] | [X]% |
2
Cumulative EPS for Four Fiscal Years | Percentage of Shares Vested | |
Beginning [ ] and | ||
Ending [ ] | ||
Less than [$X] | [X]% | |
[$X] | [X]% |
Cumulative EPS for Five Fiscal Years | Percentage of Shares Vested | |
Beginning [ ] and | ||
Ending [ ] | ||
Less than [$X] | [X]% | |
[$X] | [X]% |
3
4
5
6
7
8
20 Years | 25 Years | 30 or More Years | ||
2 years | 3 years | Full vesting period |
9
10
11
12
13
14
15
16
17
18
Cumulative EPS for Three Fiscal Years | Percentage of Shares Vested | |
Beginning [ ] and | ||
Ending [ ] | ||
Less than [$X]
[$X] |
[X]%
[X]% |
2
Cumulative EPS for Four Fiscal Years | Percentage of Shares Vested | |
Beginning [ ] and | ||
Ending [ ] | ||
Less than [$X] | [X]% | |
[$X] | [X]% |
Cumulative EPS for Five Fiscal Years | Percentage of Shares Vested | |
Beginning [ ] and | ||
Ending [ ] | ||
Less than [$X] | [X]% | |
[$X] | [X]% |
3
4
5
6
7
8
Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director | ||||||||
Age | 5 Years | 10 Years | 15 Years | 20 or More Years | ||||
50 54
|
None | None | 1 year | 2 years | ||||
55 57
|
None | None | 2 years | Full vesting period | ||||
58 61
|
None | 2 years | 3 years | Full vesting period | ||||
62 or Older
|
Full vesting period | Full vesting period | Full vesting period | Full vesting period |
9
10
11
12
13
14
15
16
17
18
19
1
2
3
4
5
6
7
8
9
10
11
12
2
3
4
5
6
7
8
9
10
11
12
13
2
3
4
5
6
20 Years | 25 Years | 30 or More Years | ||
2 years | 3 years | Full vesting period |
7
8
9
10
11
12
13
14
15
1
2
3
4
5
6
7
Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director | ||||||||
Age | 5 Years | 10 Years | 15 Years | 20 or More Years | ||||
50 54
|
None | None | 1 year | 2 years | ||||
55 57
|
None | None | 2 years | Full vesting period | ||||
58 61
|
None | 2 years | 3 years | Full vesting period | ||||
62 or Older
|
Full vesting period | Full vesting period | Full vesting period | Full vesting period |
8
9
10
11
12
13
14
15
16
17
1. | I have reviewed this quarterly report on Form 10-Q of Jabil Circuit, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a 15 (e) and 15d 15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: June 30, 2011 | /s/ TIMOTHY L. MAIN | |||
Timothy L. Main | ||||
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Jabil Circuit, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a 15 (e) and 15d 15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: June 30, 2011 | /s/ FORBES I.J. ALEXANDER | |||
Forbes I.J. Alexander | ||||
Chief Financial Officer |
Date: June 30, 2011 | /s/ TIMOTHY L. MAIN | |||
Timothy L. Main | ||||
President and Chief Executive Officer |
Date: June 30, 2011 | /s/ FORBES I.J. ALEXANDER | |||
Forbes I.J. Alexander | ||||
Chief Financial Officer | ||||