Jabil Circuit, Inc.
JABIL CIRCUIT INC (Form: 10-Q, Received: 04/09/2008 16:40:45)
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 29, 2008

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number: 001-14063

 

 

JABIL CIRCUIT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   38-1886260

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

10560 Dr. Martin Luther King, Jr. Street North, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

(727) 577-9749

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer    x      Accelerated filer    ¨
Non-accelerated filer    ¨      Smaller reporting company    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

As of March 25, 2008, there were 209,169,079 shares of the Registrant’s Common Stock outstanding.

 

 

 


Table of Contents

JABIL CIRCUIT, INC. AND SUBSIDIARIES

INDEX

 

PART I. FINANCIAL INFORMATION
Item 1.    Financial Statements   
   Condensed Consolidated Balance Sheets at February 29, 2008 and August 31, 2007    3
   Condensed Consolidated Statements of Earnings for the three months and six months ended February 29, 2008 and February 28, 2007    4
   Condensed Consolidated Statements of Comprehensive Income for the three months and six months ended February 29, 2008 and February 28, 2007    5
   Condensed Consolidated Statements of Cash Flows for the six months ended February 29, 2008 and February 28, 2007    6
   Notes to Condensed Consolidated Financial Statements    7
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    31
Item 3.    Quantitative and Qualitative Disclosures About Market Risk    46
Item 4.    Controls and Procedures    47
PART II. OTHER INFORMATION
Item 1.    Legal Proceedings    48
Item 1A.    Risk Factors    49
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    63
Item 3.    Defaults Upon Senior Securities    63
Item 4.    Submission of Matters to a Vote of Security Holders    63
Item 5.    Other Information    64
Item 6.    Exhibits    64
   Signatures    66

 

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PART I. FINANCIAL INFORMATION

 

Item 1: FINANCIAL STATEMENTS

JABIL CIRCUIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

 

     February 29,
2008
    August 31,
2007
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 531,369     $ 663,625  

Accounts receivable, net of allowance for doubtful accounts of $11,411 at February 29, 2008 and $10,559 at August 31, 2007

     1,337,929       1,352,383  

Inventories

     1,482,471       1,374,400  

Prepaid expenses and other current assets

     232,681       231,797  

Income taxes receivable

     25,959       22,132  

Deferred income taxes

     40,383       21,956  
                

Total current assets

     3,650,792       3,666,293  

Property, plant and equipment, net of accumulated depreciation of $1,019,427 at February 29, 2008 and $914,368 at August 31, 2007

     1,330,777       1,261,481  

Goodwill

     1,179,633       1,124,484  

Intangible assets, net of accumulated amortization of $68,522 at February 29, 2008 and $93,688 at August 31, 2007

     145,293       146,592  

Deferred income taxes

     124,945       89,562  

Other assets

     12,486       6,820  
                

Total assets

   $ 6,443,926     $ 6,295,232  
                
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities:

    

Current installments of notes payable, long-term debt and long-term lease obligations

   $ 142,726     $ 501,716  

Accounts payable

     2,005,306       2,001,508  

Accrued expenses

     489,628       427,478  

Income taxes payable

     25,618       58,127  

Deferred income taxes

     1,300       2,018  
                

Total current liabilities

     2,664,578       2,990,847  

Notes payable, long-term debt and long-term lease obligations, less current installments

     998,997       760,477  

Other liabilities

     86,268       78,538  

Income tax liability

     70,185       —    

Deferred income taxes

     8,984       13,677  
                

Total liabilities

     3,829,012       3,843,539  
                

Minority interest

     7,491       8,682  

Stockholders’ equity:

    

Common stock

     214       212  

Additional paid-in capital

     1,373,232       1,340,687  

Retained earnings

     1,143,924       1,131,403  

Accumulated other comprehensive income, net of tax

     291,499       170,960  

Treasury stock at cost, 8,475,049 shares at February 29, 2008 and 8,418,700 shares at August 31, 2007

     (201,446 )     (200,251 )
                

Total stockholders’ equity

     2,607,423       2,443,011  
                

Total liabilities and stockholders’ equity

   $ 6,443,926     $ 6,295,232  
                

See accompanying notes to condensed consolidated financial statements.

 

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JABIL CIRCUIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(in thousands, except for per share data)

(Unaudited)

 

     Three months ended     Six months ended  
     February 29,
2008
    February 28,
2007
    February 29,
2008
    February 28,
2007
 

Net revenue

   $ 3,058,613     $ 2,934,862     $ 6,426,560     $ 6,158,865  

Cost of revenue

     2,870,708       2,763,352       5,998,941       5,795,370  
                                

Gross profit

     187,905       171,510       427,619       363,495  

Operating expenses:

        

Selling, general and administrative

     124,910       119,975       241,060       229,731  

Research and development

     9,863       7,766       16,375       16,474  

Amortization of intangibles

     9,722       6,092       18,577       11,858  

Restructuring and impairment charges

     41,789       997       51,076       7,654  
                                

Operating income

     1,621       36,680       100,531       97,778  

Other expense

     3,320       4,049       7,805       7,684  

Interest income

     (3,152 )     (3,769 )     (6,204 )     (6,270 )

Interest expense

     23,711       21,072       49,296       32,579  
                                

Income before income taxes and minority interest

     (22,258 )     15,328       49,634       63,785  

Income tax expense

     3,102       1,529       12,733       8,609  

Minority interest, net of tax

     (1,315 )     (101 )     (1,055 )     (101 )
                                

Net income

   $ (24,045 )   $ 13,900     $ 37,956     $ 55,277  
                                

Earnings per share:

        

Basic

   $ (0.12 )   $ 0.07     $ 0.19     $ 0.27  
                                

Diluted

   $ (0.12 )   $ 0.07     $ 0.18     $ 0.27  
                                

Common shares used in the calculations of earnings per share:

        

Basic

     205,082       203,377       204,866       203,227  
                                

Diluted

     205,082       205,925       206,452       206,133  
                                

See accompanying notes to condensed consolidated financial statements.

 

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JABIL CIRCUIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

 

     Three months ended     Six months ended  
     February 29,
2008
    February 28,
2007
    February 29,
2008
    February 28,
2007
 

Net income

   $ (24,045 )   $ 13,900     $ 37,956     $ 55,277  

Other comprehensive income (loss):

        

Foreign currency translation adjustment

     48,457       (3,751 )     137,351       26,805  

Change in minimum pension liability, net of tax

     668       18       12       (602 )

Change in fair market value of derivative instruments, net of tax

     (4,105 )     —         (17,006 )     —    

Amortization of loss on hedge arrangements, net of tax

     182       —         182       —    
                                

Comprehensive income

   $ 21,157     $ 10,167     $ 158,495     $ 81,480  
                                

Accumulated foreign currency translation gains were $339.8 million at February 29, 2008 and $202.5 million at August 31, 2007. Foreign currency translation adjustments primarily consist of adjustments to consolidate subsidiaries that use a local currency as their functional currency.

See accompanying notes to condensed consolidated financial statements.

 

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JABIL CIRCUIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

     Six months ended  
     February 29,
2008
    February 28,
2007
 

Cash flows from operating activities:

    

Net income

   $ 37,956     $ 55,277  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     134,493       109,977  

Minority interest, net of tax

     (1,055 )     (101 )

Recognition of stock-based compensation

     20,131       23,362  

Deferred income taxes

     (49,930 )     (10,885 )

Non-cash restructuring charges

     51,076       7,654  

Provision for doubtful accounts

     1,349       3,060  

Excess tax benefit of options exercised

     (3,337 )     —    

Loss on sale of property

     2,002       273  

Change in operating assets and liabilities, exclusive of net assets acquired in business acquisitions:

    

Accounts receivable

     127,802       115,141  

Inventories

     20,828       21,420  

Prepaid expenses and other current assets

     23,080       (63,818 )

Other assets

     (5,326 )     1,202  

Accounts payable and accrued expenses

     (115,824 )     (523,343 )

Income taxes payable

     29,563       8,217  
                

Net cash provided by (used in) operating activities

     272,808       (252,564 )
                

Cash flows from investing activities:

    

Cash paid for business and intangible asset acquisitions, net of cash acquired

     (57,568 )     (743,003 )

Acquisition of property, plant and equipment

     (149,317 )     (126,178 )

Proceeds from sale of property and equipment

     3,164       7,278  
                

Net cash used in investing activities

     (203,721 )     (861,903 )
                

Cash flows from financing activities:

    

Borrowings under debt agreements

     2,258,102       2,563,793  

Payments toward debt agreements and capital lease obligations

     (2,386,449 )     (1,672,925 )

Dividends paid to stockholders

     (29,226 )     (28,673 )

Net proceeds from issuance of common stock under option and employee purchase plans

     7,989       13,344  

Excess tax benefit of options exercised

     3,337       —    
                

Net cash (used in) provided by financing activities

     (146,247 )     875,539  
                

Effect of exchange rate changes on cash

     (55,096 )     20,052  
                

Net decrease in cash and cash equivalents

     (132,256 )     (218,876 )

Cash and cash equivalents at beginning of period

     663,625       773,563  
                

Cash and cash equivalents at end of period

   $ 531,369     $ 554,687  
                

See accompanying notes to condensed consolidated financial statements.

 

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JABIL CIRCUIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the information set forth therein have been included. Certain amounts in the prior periods’ financial statements have been reclassified to conform to current period presentation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes included in the Annual Report on Form 10-K of Jabil Circuit, Inc. (the “Company”) for the fiscal year ended August 31, 2007. Results for the six-month period ended February 29, 2008 are not necessarily an indication of the results that may be expected for the fiscal year ending August 31, 2008.

Note 2. Inventories

The components of inventories consist of the following (in thousands):

 

     February 29,
2008
   August 31,
2007

Raw materials

   $ 1,009,834    $ 912,577

Work in process

     286,477      275,993

Finished goods

     186,160      185,830
             

Total inventories

   $ 1,482,471    $ 1,374,400
             

Note 3. Earnings Per Share and Dividends

a. Earnings Per Share

The following table sets forth the calculation of basic and diluted earnings per share (in thousands, except per share data):

 

     Three months ended    Six months ended
     February 29,
2008
    February 28,
2007
   February 29,
2008
   February 28,
2007

Numerator:

          

Net income

   $ (24,045 )   $ 13,900    $ 37,956    $ 55,277
                            

Denominator:

          

Weighted-average common shares outstanding – basic

     205,082 (1)     203,377      204,866      203,227

Dilutive common shares issuable upon exercise of stock options, exercise of stock appreciation rights and employee stock plan purchases

     —         2,343      1,214      2,697

Dilutive unvested common shares associated with restricted stock awards

     —         205      372      209
                            

Weighted-average common shares – diluted

     205,082 (1)     205,925      206,452      206,133
                            

Earnings per share:

          

Basic

   $ (0.12 )   $ 0.07    $ 0.19    $ 0.27
                            

Diluted

   $ (0.12 )   $ 0.07    $ 0.18    $ 0.27
                            

 

(1) For the three months ended February 29, 2008, all outstanding stock options, stock appreciation rights and restricted stock awards are not included in the computation of diluted earnings per share because the Company is in a loss position.

 

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For the six months ended February 29, 2008 options to purchase 7,406,089 shares of common stock were outstanding during the period but were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common shares, and therefore, their effect would be anti-dilutive as calculated under the treasury method promulgated by the Statement of Financial Accounting Standard No. 128, Earnings Per Share (“SFAS 128”). For the three months and six months ended February 28, 2007, options to purchase 3,642,372 and 741,999 shares of common stock, respectively, were excluded for the same reason. In accordance with the contingently issuable shares provision of SFAS 128, 3,087,144 shares of performance-based, unvested common stock awards (“restricted stock”) granted in fiscal years 2006 through 2008 were not included in the calculation of earnings per share for the six months ended February 29, 2008, because all the necessary conditions for vesting had not been satisfied. For the three months and six months ended February 28, 2007, 1,690,131 shares of restricted stock were excluded for the same reason. In addition, for the six months ended February 29, 2008, 7,163,966 stock appreciation rights were not included in the calculation of diluted earnings per share because the shares considered repurchased with the assumed proceeds were greater than the shares issuable or the exercise price was greater than the average market price, and therefore, their effect would be anti-dilutive. For the three months and six months ended February 28, 2007, 5,361,258 stock appreciation rights were excluded for the same reason.

b. Dividends

The following table sets forth certain information relating to our cash dividends paid or declared to common stockholders during fiscal years 2008 and 2007.

 

Dividend Information

     Dividend
declaration date
   Dividend
per share
   Total of cash
dividends
declared
   Date of record for
dividend payment
   Dividend cash
payment date
     (in thousands, except for per share data)

Fiscal year 2007:

   November 2, 2006    $ 0.07    $ 14,378    November 15, 2006    December 1, 2006
   January 22, 2007    $ 0.07    $ 14,414    February 15, 2007    March 1, 2007
   April 30, 2007    $ 0.07    $ 14,517    May 15, 2007    June 1, 2007
   August 2, 2007    $ 0.07    $ 14,559    August 15, 2007    September 4, 2007

Fiscal year 2008:

   November 1, 2007    $ 0.07    $ 14,667    November 15, 2007    December 3, 2007
   January 17, 2008    $ 0.07    $ 14,704    February 15, 2008    March 3, 2008

Note 4. Stock-Based Compensation

The Company applies the provisions of Statement of Financial Accounting Standards No. 123R, Share-Based Payment (“SFAS 123R”), for its share-based compensation plans. Under SFAS 123R, all share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense in operations over the requisite service period.

The Company applies a lattice valuation model for all stock options and stock appreciation rights (collectively known as “Options”), excluding those granted under the Company’s employee stock purchase plan (“ESPP”), granted subsequent to August 31, 2005. The lattice valuation model is a more flexible analysis to value employee Options because of its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of Option holders. The Company uses the Black-Scholes model for valuing the shares granted under the ESPP and Options granted prior to September 1, 2005. Compensation for restricted stock awards is measured at fair value on the date of grant based on the number of shares expected to vest and the quoted market price of the Company’s common stock. Compensation cost for all awards is recognized in operations, net of estimated forfeitures, on a straight-line basis over the requisite service period.

The Company recorded $14.3 million and $16.1 million of stock-based compensation expense related to employee awards in the Condensed Consolidated Statements of Earnings for the three months and six months ended February 29, 2008, respectively, net of related tax effects of $0.6 million and $4.0 million, respectively. The Company recorded $8.5 million and $16.8 million of stock-based compensation expense in the Condensed Consolidated Statement of Earnings for the three months and six months ended February 28, 2007, respectively, net of related tax effects of $3.3 million and $6.6 million, respectively. There were no capitalized stock-based compensation costs at February 29, 2008 or February 28, 2007.

 

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The fair-value method is applied to non-employee awards in accordance with SFAS 123R. The measurement date for equity awards granted to non-employees is the earlier of the performance commitment date or the date the services required under the arrangement have been completed. The Company generally considers the measurement date for such non-employee awards to be the date that the award has vested. The Company re-measures the awards at each interim reporting period between the grant date and the measurement date. Non-employee awards are classified as liabilities on the Condensed Consolidated Balance Sheet and are therefore remeasured at each interim reporting period until the options are exercised, cancelled or expire unexercised. At February 29, 2008, $0.1 million related to non-employee stock-based awards was classified as a liability on the Company’s Condensed Consolidated Balance Sheet. The Company recognized an insignificant gain in the Condensed Consolidated Statement of Earnings related to remeasuring the awards for the three months and six months ended February 29, 2008.

Cash received from Options exercises under all share-based payment arrangements, including the Company’s ESPP, for the six months ended February 29, 2008 and February 28, 2007 was $9.2 million and $13.3 million, respectively. These proceeds are off-set by $1.2 million in market value of restricted shares withheld by the Company to satisfy the minimum amount of its income tax withholding requirements. This market value was determined on the date that the restricted shares vested and resulted in the withholding of 56,349 shares of the Company’s common stock. The amount has been classified as treasury stock on the Condensed Consolidated Balance Sheet. The Company currently expects to satisfy share-based awards with registered shares available to be issued.

As described in Note 6 – “Commitments and Contingencies,” the Company is involved in shareholder derivative actions, a putative shareholder class action and a Securities and Exchange Commission (“SEC”) informal inquiry, and has received a subpoena from the U.S. Attorney’s office for the Southern District of New York in connection with certain historical stock option grants. In response to the derivative actions, an independent Special Committee of the Company’s Board of Directors was appointed to review the allegations in such actions. The Company has cooperated and intends to continue to cooperate with the Special Committee, the SEC and the U.S. Attorney’s office. The Company cannot, however, predict the outcome of the litigation or those investigations.

a. Stock Option and Stock Appreciation Right Plans

The Company’s 1992 Stock Option Plan (the “1992 Plan”) provided for the granting to employees of incentive stock options within the meaning of Section 422 of the Internal Revenue Code and for the granting of non-statutory stock options to employees and consultants of the Company. A total of 23,440,000 shares of common stock were reserved for issuance under the 1992 Plan. The 1992 Plan was adopted by the Board of Directors in November of 1992 and was terminated in October 2001 with the remaining shares transferred into a new plan created in fiscal year 2002.

In October 2001, the Company established a new Stock Option Plan (the “2002 Incentive Plan”). The 2002 Incentive Plan was adopted by the Board of Directors in October 2001 and approved by the stockholders in January 2002. The 2002 Incentive Plan provides for the granting of Section 422 Internal Revenue Code and non-statutory stock options, as well as restricted stock, stock appreciation rights and other stock-based awards. The 2002 Incentive Plan has a total of 32,108,726 shares reserved for grant, including 2,608,726 shares that were transferred from the 1992 Plan when it was terminated in October 2001, 10,000,000 shares authorized in January 2004, 7,000,000 shares authorized in January 2006, 3,000,000 shares authorized in August 2007 and 2,500,000 shares authorized in January 2008. The Company also adopted sub-plans under the 2002 Incentive Plan for its United Kingdom employees (the “CSOP Plan”) and for its French employees (the “FSOP Plan”). The CSOP Plan and FSOP Plan are tax advantaged plans for the Company’s United Kingdom and French employees, respectively. Shares are issued under the CSOP Plan and FSOP Plan from the authorized shares under the 2002 Incentive Plan.

The 2002 Incentive Plan provides that the exercise price of Options generally shall be no less than the fair market value of shares of common stock on the date of grant. Exceptions to this general rule apply to grants of stock appreciation rights, grants of Options intended to preserve the economic value of stock option and other equity-based interests held by employees of acquired entities, and grants of Options intended to provide a material inducement for a new employee to commence employment with the Company. It is and has been the Company’s intention for the exercise price of Options granted under the 2002 Incentive Plan to be at least equal to the fair market value of shares of common stock on the date of grant. However, as we previously discussed in Note 2 – “Stock Option Litigation and Restatements” to the Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ending August 31, 2006, a certain number of Options were identified that had a measurement date based on the date that the Compensation Committee or management (as appropriate) decided to grant the Options, instead of the date that the terms of such grants became final, and, therefore, the related Options had an exercise price less than the fair market value of shares of common stock on the final date of measurement. In October 2007, the Board of Directors approved comprehensive procedures governing the manner in which Options are granted to, among other things, substantially reduce the likelihood that future grants of Options will be made with an exercise price that is less than the fair market value of shares of common stock on the Option measurement date for financial accounting and reporting purposes.

 

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With respect to any participant who owns stock representing more than 10% of the voting power of all classes of stock of the Company, the exercise price of any incentive stock option granted is to equal at least 110% of the fair market value on the grant date and the maximum term of the option may not exceed five years. The term of all other Options under the 2002 Incentive Plan may not exceed ten years. Beginning in fiscal year 2006, Options will generally vest at a rate of one-twelfth 15 months after the grant date with an additional one-twelfth vesting at the end of each three-month period thereafter, becoming fully vested after a 48-month period. Prior to this change, Options generally vested at a rate of 12% after the first six months and 2% per month thereafter, becoming fully vested after a 50-month period.

The following table summarizes Option activity from September 1, 2007 through February 29, 2008:

 

     Shares
Available
for Grant
    Options
Outstanding
    Aggregate
Intrinsic Value
(in thousands)
   Weighted-
Average
Exercise
Price
   Weighted-
Average
Remaining
Contractual

Life (years)

Balance at September 1, 2007

   7,325,471     16,405,944     $ 34,418    $ 24.04    6.19

Options authorized

   2,500,000     —            

Options expired

   —       —          $ —     

Options granted

   (2,242,435 )   2,242,435        $ 21.56   

Options cancelled

   1,125,652     (1,125,652 )      $ 26.93   

Restricted stock awards (1)

   (2,663,722 )   —            

Options exercised

   —       (303,948 )      $ 11.65   
                    

Balance at February 29, 2008

   6,044,966     17,218,779     $ 2,245    $ 23.75    6.22
                        

Exercisable at February 29, 2008

     11,369,587     $ 2,245    $ 22.41    4.86
                    

 

(1) Represents the maximum number of shares that can be issued based on the achievement of certain performance criteria.

The weighted-average grant-date fair value per share of Options granted during the six months ended February 29, 2008 and February 28, 2007 was $8.73 and $13.31, respectively. The total intrinsic value of Options exercised during the six months ended February 29, 2008 and February 28, 2007 was $1.8 million and $5.1 million, respectively.

As of February 29, 2008, there was $57.8 million of unrecognized compensation costs related to non-vested Options that is expected to be recognized over a weighted-average period of 1.9 years. The total fair value of Options vested during the six months ended February 29, 2008 and February 28, 2007 was $8.5 million and $6.4 million, respectively.

The Company uses historical data to estimate the Option exercise and employee departure behavior used in the lattice valuation model. The expected term of Options granted is derived from the output of the option pricing model and represents the period of time that Options granted are expected to be outstanding. The risk-free rate for periods within the contractual term of the Options is based on the U.S. Treasury yield curve in effect at the time of grant. The volatility used for the lattice model is a constant volatility for all periods within the contractual term of the Option. The constant volatility is an average of implied volatilities from traded options and historical volatility corresponding to the contractual term of the Option. The expected dividend yield of Options granted is derived based on the expected annual dividend yield over the expected life of the option expressed as a percentage of the stock price on the date of grant.

Following are the weighted-average and range assumptions, where applicable, used for each respective period:

 

     Three months ended    Six months ended
     February 29,
2008
   February 28,
2007
   February 29,
2008
   February 28,
2007

Expected dividend yield

   1.9%    1.1%    1.3%    1.0%

Risk-free interest rate

   2.5% to 3.7%    4.7% to 5.1%    2.5% to 4.4%    4.7% to 5.1%

Weighted-average expected volatility

   56.4%    48.5%    50.2%    49.1%

Expected life

   6.1 years    5.4 years    5.8 years    5.5 years

 

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As of February 29, 2008, the Company has 40,544 Options outstanding that will be settled by the Company with cash. SFAS 123R requires that the Company classify cash settled awards as liabilities on the Company’s Condensed Consolidated Balance Sheet and measure these awards at fair value at each reporting date until the award is ultimately settled (i.e. until the Option is exercised or canceled). All changes in fair value are recorded to the Company’s Condensed Consolidated Statement of Earnings at each reporting date. At February 29, 2008, an insignificant amount has been recorded as a liability on the Company’s Condensed Consolidated Balance Sheet and an insignificant amount has been recognized in the Company’s Condensed Consolidated Statement of Earnings for the three months and six months ended February 29, 2008 to record the awards at fair value.

b. Stock Purchase and Award Plans

The Company’s 2002 Employee Stock Purchase Plan (the “2002 Purchase Plan”) was approved by the Company’s Board of Directors in January 2002. Initially there were 2,000,000 shares reserved under the 2002 Purchase Plan. An additional 2,000,000 shares were authorized for issuance under the 2002 Purchase Plan and approved by stockholders in January 2006. The Company also adopted a sub-plan under the 2002 Purchase Plan for its Indian employees. The Indian sub-plan is a tax advantaged plan for the Company’s Indian employees. Shares are issued under the Indian sub-plan from the authorized shares under the 2002 Purchase Plan. As of February 29, 2008, a total of 3,024,092 shares had been issued under the 2002 Purchase Plan.

Employees are eligible to participate in the 2002 Purchase Plan after 90 days of employment with the Company. The 2002 Purchase Plan permits eligible employees to purchase common stock through payroll deductions, which may not exceed 10% of an employee’s compensation, as defined, at a price equal to 85% of the fair market value of the common stock at the beginning or end of the offering period, whichever is lower. The 2002 Purchase Plan is intended to qualify under section 423 of the Internal Revenue Code. Unless terminated sooner, the 2002 Purchase Plan will terminate on October 17, 2011.

Awards under the 2002 Purchase Plan are generally granted in June and December. As such, there were 432,202 and 312,485 shares purchased under the Purchase Plans for the six months ended February 29, 2008 and February 28, 2007, respectively.

The fair value of shares issued under the Purchase Plans was estimated on the commencement date of each offering period using the Black-Scholes option pricing model. The following weighted-average assumptions were used in the model for each respective period:

 

     Three months ended     Six months ended  
     February 29,
2008
    February 28,
2007
    February 29,
2008
    February 28,
2007
 

Expected dividend yield

   1.1 %   1.1 %   1.1 %   1.1 %

Risk-free interest rate

   5.0 %   5.1 %   5.0 %   5.1 %

Weighted-average expected volatility

   30.2 %   32.2 %   30.2 %   32.2 %

Expected life

   .5 years     .5 years     .5 years     .5 years  

c. Restricted Stock Awards

In fiscal year 2005, the Company granted restricted stock to certain key employees pursuant to the 2002 Stock Incentive Plan. The shares granted in fiscal year 2005 will vest after five years, but may vest earlier if specific performance criteria are met.

Beginning in fiscal year 2006, the Company began granting certain restricted stock awards that have certain performance conditions that will be measured at the end of the employee’s requisite service period, which provide a range of vesting possibilities from 0% to 200%. The fair value of each award was measured on the date of grant and was originally recognized over the requisite service period based on the number of shares that would vest if the Company achieved 100% of the performance goal, which was the probable outcome at the grant date. In the fourth quarter of fiscal year 2007, the Company determined that for the restricted stock awards that were granted in fiscal year 2006 that have the aforementioned performance conditions, it was probable that the performance goal resulting in 100% of the awards being vested would not be

 

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achieved. However, it was probable that 40% of the awards would vest. This change in estimate resulted in the reversal of $9.1 million in stock-based compensation expense from the Company’s Consolidated Statement of Earnings in the fourth quarter of fiscal year 2007. It was further determined in the first quarter of fiscal year 2008 that for such restricted stock awards granted in fiscal year 2006, it was probable that 0% of the awards would vest which resulted in an additional reversal of $5.9 million in stock-based compensation expense from the Company’s Consolidated Statement of Earnings. The restricted stock awards that were granted in fiscal years 2007 and 2008 continue to be recognized based on an estimated 100% performance goal, the probable outcome. If it becomes probable, based on the Company’s performance, that more or less than 100% of the awarded shares will vest, an adjustment to compensation cost will be recognized. Alternatively, if any of the performance goals are not met, any recognized compensation cost will be reversed. In addition to restricted stock awards that have certain performance conditions, the Company has also granted certain restricted stock awards that vest over time.

During the first quarter of fiscal year 2008, the Company granted certain restricted stock awards with a vesting condition that is tied to the Standard and Poor’s 500 Composite Index. In accordance with SFAS 123R, such a market condition must be considered in the grant date fair value of the award which contemplates that the market condition may never be met. Stock-based compensation expense related to an award with a market condition will be recognized over the requisite service period regardless of whether the market condition is satisfied, provided that the requisite service period has been completed.

The following table summarizes restricted stock activity from September 1, 2007 through February 29, 2008:

 

     Shares     Weighted -
Average
Grant-Date
Fair Value

Nonvested balance at September 1, 2007

   4,993,627     $ 27.73

Changes during the period

    

Shares granted (1)

   3,073,646     $ 20.46

Shares vested

   (124,075 )   $ 19.37

Shares forfeited

   (409,924 )   $ 30.10
        

Nonvested balance at February 29, 2008

   7,533,274     $ 24.90
        

 

(1) Represents the maximum number of shares that can vest based on the achievement of certain performance criteria.

As of February 29, 2008, there was $63.1 million of total unrecognized compensation cost related to restricted stock awards granted under the Plan. That cost is expected to be recognized over a weighted-average period of 1.6 years.

Note 5. Segment Information

Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS 131”), establishes standards for reporting information about segments in financial statements. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment.

The Company derives its revenue from providing comprehensive electronics design, production, product management and after-market services. Management, including the Chief Executive Officer, evaluates performance and allocates resources on a divisional basis for manufacturing and service operating segments. Prior to the first quarter of fiscal year 2008, the Company managed its business based on three geographic regions, the Americas, Europe and Asia and managed the services group independently of the regional manufacturing segments. During fiscal year 2008, the Company realigned its organizational structure to manage the business based on divisions. Accordingly, the Company’s operating segments now consist of three segments – Consumer Electronics, Electronic Manufacturing Services (“EMS”) and After-Market Services (“AMS”). All prior period disclosures presented below have been restated to reflect this change.

Net revenue for the operating segments is attributed to the division in which the product is manufactured or service is performed. An operating segment’s performance is evaluated based upon its pre-tax operating contribution, or segment income. Segment income is defined as net revenue less cost of revenue, segment selling, general and administrative expenses, segment research and development expenses and an allocation of corporate selling, general and administrative expenses, and does not include, intangible amortization, stock-based compensation expense, restructuring and impairment charges, other

 

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expense, interest income, interest expense, income taxes or minority interest. Total segment assets are defined as accounts receivable, inventory, customer related machinery and equipment, intangible assets and goodwill. All other non-segment assets are reviewed on a global basis by management. Transactions between operating segments are generally recorded at amounts that approximate arm’s length.

The following table sets forth operating segment information (in thousands):

 

     Three months ended    Six months ended
     February 29,
2008
    February 28,
2007
   February 29,
2008
   February 28,
2007
Net revenue           

Consumer Electronics

   $ 878,673     $ 981,937    $ 2,092,677    $ 2,252,740

EMS

     2,015,785       1,815,349      3,991,168      3,627,702

AMS

     164,155       137,576      342,715      278,423
                            
   $ 3,058,613     $ 2,934,862    $ 6,426,560    $ 6,158,865
                            
     2008     2007    2008    2007
Segment income and reconciliation of income before income taxes and minority interest (net of tax)           

Consumer Electronics

   $ (8,570 )   $ 10,685    $ 41,707    $ 49,125

EMS

     64,702       37,504      123,413      73,972

AMS

     11,714       7,424      24,808      17,555
                            

Total segment income

     67,846       55,613      189,928      140,652

Reconciling items:

          

Amortization of intangibles

     9,722       6,092      18,577      11,858

Restructuring cost and impairment charges

     41,789       997      51,076      7,654

Other expense

     3,320       4,049      7,805      7,684

Net interest expense

     20,559       17,303      43,092      26,309

Stock-based compensation expense

     14,714       11,844      19,744      23,362
                            

Income before income taxes and minority interest (net of tax)

   $ (22,258 )   $ 15,328    $ 49,634    $ 63,785
                            

 

     February 29,
2008
   August 31,
2007
Total assets      

Consumer Electronics

   $ 2,103,050    $ 2,407,756

EMS

     3,189,156      2,530,540

AMS

     303,030      282,709

Other non-allocated assets

     848,690      1,074,227
             
   $ 6,443,926    $ 6,295,232
             

Total restructuring and impairment costs of $41.8 million and $51.1 million were charged against operations during the three months and six months ended February 29, 2008. Approximately $1.1 million, $40.0 million, and $0.1 million of restructuring and impairment costs were incurred during the three months ended February 29, 2008 in the Consumer Electronics, EMS and AMS operating segments, respectively. In addition, there was $0.6 million in corporate restructuring and impairment costs that were incurred during the three months ended February 29, 2008. Approximately $2.5 million, $41.4 million and $4.8 million of restructuring and impairment costs were incurred during the six months ended February 29, 2008 in the Consumer Electronics, EMS and AMS operating segments, respectively. In addition, there was $2.4 million in corporate restructuring and impairment costs that were incurred during the six months ended February 29, 2008. See Note 7 – “Restructuring and Impairment Charges” for a discussion of the Company’s restructuring plan initiated in fiscal year 2006.

 

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The Company operates in 22 countries worldwide. Sales to unaffiliated customers are based on the Company’s location providing the electronics design, production, product management or after-market services. The following table sets forth external net revenue, net of intercompany eliminations, and long-lived asset information where individual countries represent a material portion of the total (in thousands):

 

     Three months ended    Six months ended
     February 29,
2008
   February 28,
2007
   February 29,
2008
   February 28,
2007

External net revenue:

           

China

   $ 630,713    $ 401,939    $ 1,413,685    $ 879,218

U.S

     635,867      684,471      1,248,663      1,329,545

Mexico

     515,033      377,268      1,057,847      832,073

Poland

     244,393      247,875      632,358      544,112

Malaysia

     248,507      195,591      492,321      407,341

Hungary

     238,676      422,551      392,756      920,683

Other

     545,424      605,167      1,188,930      1,245,893
                           
   $ 3,058,613    $ 2,934,862    $ 6,426,560    $ 6,158,865
                           

 

     February 29,
2008
   August 31,
2007

Long-lived assets:

     

Taiwan

   $ 616,641    $ 798,281

U.S

     351,031      357,741

India

     345,435      289,171

China

     446,566      279,971

Mexico

     154,709      154,299

Hungary

     150,789      143,641

Malaysia

     109,299      82,428

Other

     481,233      427,025
             
   $ 2,655,703    $ 2,532,557
             

Foreign source revenue represented 79.2% and 80.6% of net revenue for the three months and six months ended February 29, 2008, respectively, compared to 76.7% and 78.4% for the three months and six months ended February 28, 2007, respectively.

Note 6. Commitments and Contingencies

a. Legal Proceedings

On April 26, 2006, a shareholder derivative lawsuit was filed in State Circuit Court in Pinellas County, Florida on behalf of Mary Lou Gruber, a purported shareholder of the Company, naming the Company as a nominal defendant, and naming certain of the Company’s officers, Scott D. Brown, Executive Vice President, Mark T. Mondello, Chief Operating Officer, and Timothy L. Main, Chief Executive Officer, President and a Board member, as well as certain of its Directors, Mel S. Lavitt, William D. Morean, Frank A. Newman, Steven A. Raymund and Thomas A. Sansone, as defendants (the “Initial Action”). Mr. Morean and Mr. Sansone were the Company’s previous Chief Executive Officer and President, respectively (such two individuals, with the defendant officers, collectively, the “Officer Defendants”). On May 10, 2006, a substantially identical complaint was filed in the same State Court and was subsequently consolidated with the Initial Action (this consolidated action is referred to here as the “Consolidated State Derivative Action”). The Consolidated State Derivative Action alleged that the named defendant directors (other than Mr. Morean and Mr. Main), in their capacity as members of the Company’s Board of Directors, Audit or Compensation Committees, at the behest of the Officer Defendants, breached certain of their fiduciary duties to the Company by backdating certain stock option grants between August 1998 and October 2004 to make it appear they were granted on a prior date when the Company’s stock price was lower.

Subsequently, two federal derivative suits were filed (the first of which was filed by Mary L. Graves, a purported shareholder, on July 10, 2006) in the United States (“U.S.”) District Court for the Middle District of Florida, Tampa Division, that asserted similar factual allegations and claims as in the Consolidated State Derivative Action, in addition to a claim that

 

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the defendants violated Section 14(a) of the Exchange Act by issuing materially false and misleading statements in its proxy statements filed from 1998 to 2005. These suits were consolidated on January 26, 2007 into one action (the “Consolidated Federal Derivative Action”).

On May 3, 2006, the Company’s Board of Directors appointed the Special Committee to review the allegations in the Initial Action. The Special Committee reviewed and analyzed the claims asserted in all of the above derivative actions and concluded that the evidence did not support a finding of intentional manipulation of stock option grant pricing by any member of management. In addition, the Special Committee concluded that it was not in the Company’s best interests to pursue the derivative actions and stated that it would assert that position on the Company’s behalf in each of the pending derivative lawsuits. The Special Committee identified certain factors related to the controls surrounding the process of accounting for option grants that contributed to the accounting errors that led to a restatement of certain of the Company’s historical financial statements.

On September 20, 2007, the Company reached an agreement in principle to resolve the Consolidated State Derivative Action and the Consolidated Federal Derivative Action. Under the terms of this agreement in principle, the Company will not pay any monetary damages but it did adopt several new policies and procedures to improve the process through which equity awards are determined, approved and accounted for. In addition, the Company agreed in principle to not object to an application by the plaintiff’s counsel for an award of up to $800,000 in attorney’s fees ($600,000 of which will be covered by the Company’s Directors and Officers insurance carriers and $200,000 of which will be paid by the Company). On November 8, 2007, the Company submitted the proposed settlement to the courts for approval. The State Court preliminarily approved the settlement, the form of notice to be mailed to shareholders and the form of summary notice to be published, and also set a hearing to consider whether to finally approve the settlement and whether to award attorney’s fees and expenses to the plaintiffs’ counsel. The Federal Court also approved the notice and summary notice. The Federal Court, however, previously disapproved the plaintiffs’ intention to seek an award of attorney’s fees and costs in the amount of $800,000 but agreed that the State Court could hold a fairness hearing to determine the amount to award in light of the common benefit, if any, created for all shareholders. As a result of the hearing on March 26, 2008, the State Court indicated that it would enter an order finding that the proposed settlement is fair, adequate and reasonable, and that the award of $700,000 in attorney’s fees and costs to the plaintiffs’ counsel is reasonable. The Consolidated Federal Derivative Action remains subject to further action by the Federal Court, and the Company can give no assurance that the Federal Court will either approve the proposed settlement agreement or dismiss the Consolidated Federal Derivative Action.

In addition to the derivative actions, on September 18, 2006, a putative shareholder class action was filed in the U.S. District Court for the Middle District of Florida, Tampa Division against us and various present and former officers and directors, including Forbes I.J. Alexander, Scott D. Brown, Laurence S. Grafstein, Mel S. Lavitt, Chris Lewis, Timothy Main, Mark T. Mondello, William D. Morean, Lawrence J. Murphy, Frank A. Newman, Steven A. Raymund, Thomas A. Sansone and Kathleen Walters on behalf of a proposed class of plaintiffs comprised of persons that purchased the Company’s shares between September 19, 2001 and June 21, 2006. A second putative class action, containing virtually identical legal claims and allegations of fact was filed on October 12, 2006. The two actions were consolidated into a single proceeding (the “Consolidated Class Action”) and on January 18, 2007, the Court appointed The Laborers Pension Trust Fund for Northern California and Pension Trust Fund for Operating Engineers as lead plaintiffs in the action. On March 5, 2007, the lead plaintiffs filed a consolidated class action complaint (the “Consolidated Class Action Complaint”). The Consolidated Class Action Complaint is purported to be brought on behalf of all persons who purchased the Company’s publicly traded securities between September 19, 2001 and December 21, 2006, and names the Company and certain of its current and former officers, including Forbes I.J. Alexander, Scott D. Brown, Wesley B. Edwards, Chris A. Lewis, Mark T. Mondello, Robert L. Paver and Ronald J. Rapp, as well as certain of the Company’s Directors, Mel S. Lavitt, William D. Morean, Frank A. Newman, Laurence S. Grafstein, Steven A. Raymund, Lawrence J. Murphy, Kathleen A. Walters and Thomas A. Sansone, as defendants. The Consolidated Class Action Complaint alleged violations of Sections 10(b), 20(a), and 14(a) of the Securities Exchange Act of 1934 and the rules promulgated thereunder. The Consolidated Class Action Complaint alleged that the defendants engaged in a scheme to fraudulently backdate the grant dates of options for various senior officers and directors, causing the Company’s financial statements to understate management compensation and overstate net earnings, thereby inflating the Company’s stock price. In addition, the complaint alleged that the Company’s proxy statements falsely stated that it had adhered to its option grant policy of granting options at the closing price of its shares on the trading date immediately prior to the date of the grant. Also, the complaint alleged that the defendants failed to timely disclose the facts and circumstances that led the Company, on June 12, 2006, to announce that it was lowering its prior guidance for net earnings for the third quarter of fiscal year 2006. On April 30, 2007, the plaintiffs filed a First Amended Consolidated Class Action Complaint asserting claims substantially similar to the Consolidated Class Action Complaint it replaced but adding additional allegations relating to the restatement of earnings previously announced in connection with the correction of errors in the calculation of compensation expense for certain stock option grants. The Company filed a motion to dismiss the First Amended Consolidated Class Action Complaint on June 29, 2007. The plaintiffs filed an opposition to the Company’s motion to dismiss, and the Company then filed a reply memorandum in further support of its motion to dismiss on September 28, 2007. On April 9, 2008, the court dismissed the First Amended Consolidated Class Action Complaint without prejudice and with leave to amend such complaint by May 12, 2008. The Company can give no assurances that the plaintiffs will not amend the First Amended Consolidated Class Action Complaint, or that if they do, as to the ultimate outcome of any such further proceedings.

 

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In addition to the private litigation described above, the Company was notified on May 2, 2006 by the Staff of the SEC of an informal inquiry concerning the Company’s stock option grant practices. On May 17, 2006, the Company received a subpoena from the U.S. Attorney’s office for the Southern District of New York requesting certain stock option related material. In addition, the Company’s review of its historical stock option practices led it to review certain transactions proposed or effected between fiscal years 1999 and 2002 to determine if it properly recognized revenue associated with those transactions. The Audit Committee of the Company’s Board of Directors engaged independent legal counsel to assist it in reviewing certain proposed or effected transactions with certain customers that occurred during this period. The review determined that there was inadequate documentation to support the Company’s recognition of certain revenues received during the period. The Company’s Audit Committee concluded that there was no direct evidence that any of the Company’s employees intentionally made or caused false accounting entries to be made in connection with these transactions, and the Company concluded that the impact was immaterial. The Company has provided the SEC with the report that this independent counsel produced regarding these revenue recognition issues, the Special Committee’s report regarding the Company’s stock option grant practices, and the other information requested to date. In addition, the Company continues to cooperate fully with the Special Committee, the SEC and the U.S. Attorney’s office. The Company cannot predict what effect such reviews may have. See “Risk Factors – We are involved in reviews of our historical stock option grant practices” and “We are involved in an SEC review of our recognition of revenue for certain historical transactions.”

The Company is party to certain other lawsuits in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

b. Warranty Provision

The Company maintains a provision for limited warranty repair of shipped products, which is established under the terms of specific manufacturing contract agreements. The warranty liability is included in accrued expenses on the Company’s Condensed Consolidated Balance Sheet. The warranty period varies by product and customer industry sector. The provision represents management’s estimate of probable liabilities, calculated as a function of sales volume and historical repair experience, for each product under warranty. The estimate is reevaluated periodically for accuracy. A rollforward of the warranty liability for the six months ended February 29, 2008 and February 28, 2007 is as follows (in thousands):

 

     Amount  

Balance at August 31, 2007

   $ 7,575  

Accruals for warranties

     2,962  

Settlements made

     (2,088 )
        

Balance at February 29, 2008

   $ 8,449  
        
     Amount  

Balance at August 31, 2006

   $ 3,940  

Accruals for warranties

     3,240  

Settlements made

     (764 )
        

Balance at February 28, 2007

   $ 6,416  
        

Note 7. Restructuring and Impairment Charges

In conjunction with the restructuring plan that was approved by the Company’s Board of Directors in the fourth quarter of fiscal year 2006 (the “2006 Restructuring Plan”), the Company charged an additional $41.8 million and $51.1 million of restructuring and impairment costs against earnings during the three months and six months ended February 29, 2008, respectively, compared to an additional $1.0 million and $7.7 million of restructuring and impairment costs against earnings during the three months and six months ended February 28, 2007, respectively. The restructuring and impairment costs for the three months ended February 29, 2008 include $40.9 million related to employee severance and benefits costs, $0.6 million related to lease commitments, $(0.1) million related to fixed asset impairments and $0.4 million related to other restructuring costs. The restructuring and impairment costs for the six months ended February 29, 2008 include $44.5 million related to employee severance and benefits costs, $6.2 million related to lease commitments, $(0.1) million related to fixed asset impairments and $0.5 million related to other restructuring costs. The restructuring and impairment costs for the three

 

16


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months ended February 28, 2007 include $0.3 million related to employee severance and benefits costs, $0.3 million related to lease commitments, $0.1 million related to fixed asset impairments and $0.3 million related to other restructuring costs. The restructuring and impairment costs for the six months ended February 28, 2007 include $7.7 million related to employee severance and benefits costs, $2.1 million related to lease commitments, $5.8 million related to fixed asset impairments and $0.4 million related to other restructuring costs, which was off-set by $8.3 million of proceeds received in connection with a facility closure.

These restructuring and impairment charges related to the 2006 Restructuring Plan incurred through February 29, 2008 of $205.4 million include cash costs totaling $156.8 million, of which $1.5 million was paid in the fourth fiscal quarter of 2006, $64.8 million was paid in fiscal year 2007 and $30.2 million was paid in the first two fiscal quarters of 2008. The cash costs consist of employee severance and benefits costs of approximately $144.3 million, costs related to lease commitments of approximately $19.0 million and other restructuring costs of $1.8 million. These cash costs were partially off-set by approximately $8.3 million of cash proceeds received in connection with facility closure costs. Non-cash costs of approximately $48.6 million primarily represent fixed asset impairment charges related to the Company’s restructuring activities.

Employee severance and termination benefit costs of $40.9 million and $44.5 million recorded in the three months and six months ended February 29, 2008, respectively, compared to $0.3 million and $7.7 million recorded in the three months and six months ended February 28, 2007, respectively, are related to the reduction of employees across all functions of the business in manufacturing facilities in Europe, Asia and the Americas. Approximately 10,000 employees have been included in the 2006 Restructuring Plan to date. Lease commitment costs of $0.6 million and $6.2 million recorded in the three months and six months ended February 29, 2008, respectively, compared to $0.3 million and $2.1 million in the three months and six months ended February 28, 2007, respectively, primarily relate to future lease payments for facilities that were vacated in the Americas and Europe. The Company performed an impairment assessment on fixed assets held by each facility that was significantly impacted by the restructuring program and recorded a fixed asset impairment charge of $0.1 million and $5.8 million during the three months and six months ended February 28, 2007, respectively. Fixed asset impairment charges were insignificant for the three months and six months ended February 29, 2008.

In addition, as part of the restructuring plan, management determined that it was more likely than not that certain foreign plants would not be able to utilize their deferred tax assets as a result of the contemplated restructuring activities. Therefore, the Company recorded valuation allowances of $35.1 million on net deferred tax assets as part of the restructuring plan prior to September 1, 2007. The valuation allowances are excluded from the table below as they were recorded through the provision for income taxes on the Consolidated Statement of Earnings. See Note 4 – “Income Taxes” to the Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended August 31, 2007 for further discussion of the Company’s net deferred tax assets and provision for income taxes.

The tables below set forth the significant components and activity in the restructuring program during the three months and six months ended February 29, 2008 and the three months and six months ended February 28, 2007 (in thousands):

Restructuring Activity – Three Months Ended February 29, 2008

 

     Liability Balance at
November 30, 2007
   Restructuring
Related Charges
    Asset
Impairment
Charge and
Other Non-Cash
Activity
   Cash
(Payments)
Proceeds
    Liability Balance at
February 29, 2008

Employee severance and termination benefits

   $ 26,884    $ 40,933     $ 351    $ (8,528 )   $ 59,640

Lease costs

     5,879      639       75      (1,278 )     5,315

Fixed asset impairment

     —        (127 )     127      —         —  

Other

     509      344       1      (354 )     500
                                    

Total

   $ 33,272    $ 41,789     $ 554    $ (10,160 )   $ 65,455
                                    

 

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Restructuring Activity – Three Months Ended February 28, 2007

 

     Liability Balance at
November 30, 2006
   Restructuring
Related Charges
   Asset
Impairment
Charge and
Other Non-Cash
Activity
    Cash
(Payments)
Proceeds
    Liability Balance at
February 28, 2007

Employee severance and termination benefits

   $ 52,536    $ 338    $ (273 )   $ (16,703 )   $ 35,898

Lease costs

     10,699      320      48       (1,445 )     9,622

Fixed asset impairment

     —        86      (86 )     —         —  

Other

     774      253      18       (272 )     773
                                    

Total

   $ 64,009    $ 997    $ (293 )   $ (18,420 )   $ 46,293
                                    

Restructuring Activity – Six Months Ended February 29, 2008

 

     Liability Balance at
August 31, 2007
   Restructuring
Related Charges
    Asset
Impairment
Charge and
Other Non-Cash
Activity
   Cash
(Payments)
Proceeds
    Liability Balance at
February 29, 2008

Employee severance and termination benefits

   $ 34,307    $ 44,567     $ 2,000    $ (21,234 )   $ 59,640

Lease costs

     6,895      6,163       164      (7,907 )     5,315

Fixed asset impairment

     —        (124 )     124      —         —  

Other

     1,030      470       57      (1,057 )     500
                                    

Total

   $ 42,232    $ 51,076     $ 2,345    $ (30,198 )   $ 65,455
                                    

Restructuring Activity – Six Months Ended February 28, 2007

 

     Liability Balance at
August 31, 2006
   Restructuring
Related Charges
    Asset
Impairment
Charge and
Other Non-Cash
Activity
    Cash
(Payments)
Proceeds
    Liability Balance at
February 28, 2007

Employee severance and termination benefits

   $ 66,252    $ 7,700     $ 1,502     $ (39,556 )   $ 35,898

Lease costs

     10,108      2,141       75       (2,702 )     9,622

Fixed asset impairment

     —        5,825       (5,825 )     —         —  

Other

     749      (8,012 )     44       7,992       773
                                     

Total

   $ 77,109    $ 7,654     $ (4,204 )   $ (34,266 )   $ 46,293
                                     

The tables below set forth significant components and activity in the restructuring program by reportable segment during the three months and six months ended February 29, 2008 and February 28, 2007 (in thousands):

Restructuring Activity – Three Months Ended February 29, 2008

 

     Liability Balance at
November 30, 2007
   Restructuring
Related
Charges
   Asset
Impairment
Charge and
Other Non-Cash
Activity
    Cash
(Payments)
Proceeds
    Liability Balance
at February 29, 2008

Consumer Electronics

   $ 12,658    $ 1,125    $ 319     $ (1,828 )   $ 12,274

EMS

     18,592      39,996      326       (7,390 )     51,524

AMS

     893      59      35       (146 )     841

Other non-reportable operating

     1,129      609      (126 )     (796 )     816
                                    

Total

   $ 33,272    $ 41,789    $ 554     $ (10,160 )   $ 65,455
                                    

 

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Table of Contents

Restructuring Activity – Three Months Ended February 28, 2007

 

     Liability Balance at
November 30, 2006
   Restructuring
Related
Charges
    Asset
Impairment
Charge and
Other Non-Cash
Activity
    Cash
(Payments)
Proceeds
    Liability Balance
at February 28, 2007

Consumer Electronics

   $ 25,873    $ 601     $ (174 )   $ (12,761 )   $ 13,539

EMS

     34,267      (112 )     (69 )     (4,861 )     29,225

AMS

     3,036      522       (47 )     (389 )     3,122

Other non-reportable operating

     833      (14 )     (3 )     (409 )     407
                                     

Total

   $ 64,009    $ 997     $ (293 )   $ (18,420 )   $ 46,293
                                     

Restructuring Activity – Six Months Ended February 29, 2008

 

     Liability Balance at
August 31, 2007
   Restructuring
Related
Charges
   Asset
Impairment
Charge and
Other Non-Cash
Activity
    Cash
(Payments)
Proceeds
    Liability Balance
at February 29, 2008

Consumer Electronics

   $ 12,658    $ 2,480    $ 1,192     $ (4,056 )   $ 12,274

EMS

     24,111      41,400      1,290       (15,277 )     51,524

AMS

     2,632      4,750      61       (6,602 )     841

Other non-reportable operating

     2,831      2,446      (198 )     (4,263 )     816
                                    

Total

   $ 42,232    $ 51,076    $ 2,345     $ (30,198 )   $ 65,455
                                    

Restructuring Activity – Six Months Ended February 28, 2007

 

     Liability Balance at
August 31, 2006
   Restructuring
Related
Charges
   Asset
Impairment
Charge and
Other Non-Cash
Activity
    Cash
(Payments)
Proceeds
    Liability Balance
at February 28, 2007

Consumer Electronics

   $ 38,045    $ 1,564    $ (4,792 )   $ (21,278 )   $ 13,539

EMS

     36,375      2,805      658       (10,613 )     29,225

AMS

     2,257      2,495      (79 )     (1,551 )     3,122

Other non-reportable operating

     432      790      9       (824 )     407
                                    

Total

   $ 77,109    $ 7,654    $ (4,204 )   $ (34,266 )   $ 46,293
                                    

At February 29, 2008, liabilities of approximately $59.9 million related to the 2006 Restructuring Plan are expected to be paid over the next twelve months. The remaining liability of $5.6 million relates primarily to the charge for certain lease commitments and employee severance and termination benefits payments and is expected to be paid primarily during fiscal years 2009 through 2011.

 

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The Company currently expects that the sum of the restructuring and impairment charges already recognized in relation to the 2006 Restructuring Plan, and those remaining charges that it expects to recognize will be approximately $250.0 million. The timing of the remaining charges to be incurred is expected primarily over the remaining fiscal quarters of 2008 with certain contract termination costs to be incurred primarily through fiscal year 2011. Of the remaining $9.5 million that the Company expects to record in connection with the 2006 Restructuring Plan, it expects to incur approximately $5.4 million of employee severance and benefit costs, approximately $2.8 million of contract termination costs and approximately $1.3 million of other related restructuring costs.

Note 8. Goodwill and Other Intangible Assets

The Company accounts for its intangible assets in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). In accordance with this standard, the Company is required to perform a goodwill impairment test at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from estimated future cash flows. The Company completed the annual impairment test during the fourth quarter of fiscal year 2007 and determined that no impairment existed as of the date of the impairment test. Recoverability of goodwill is measured at the reporting unit level, which the Company has determined to be consistent with its operating segments by comparing the reporting unit’s carrying amount, including goodwill, to the fair market value of the reporting unit, based on projected discounted future results. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second test is performed to measure the amount of impairment loss, if any. To date, the Company has not recognized an impairment of its goodwill.

The following table presents the changes in goodwill allocated to the Company’s reportable segments during the six months ended February 29, 2008 (in thousands):

 

Reportable Segment

   Balance at
August 31, 2007
   Adjustments     Foreign
currency
impact
   Balance at
February 29, 2008

Consumer Electronics

   $ 852,620    $ (4,114 )   $ 50,841    $ 899,347

EMS

     248,331      (222 )     8,207      256,316

AMS

     23,533      —         437      23,970
                            

Total

   $ 1,124,484    $ (4,336 )   $ 59,485    $ 1,179,633
                            

The adjustments to goodwill during the six months ended February 29, 2008 were due primarily to purchase accounting adjustments related to recent business acquisitions. For further discussion of the Company’s acquisitions, see Note 9 – “Business Acquisitions.”

All of the Company’s intangible assets, other than goodwill, are subject to amortization over their estimated useful lives. Intangible assets are comprised primarily of contractual agreements and customer relationships, which are being amortized on a straight-line basis over periods of up to ten years. No significant residual value is estimated for the intangible assets. The value of the Company’s intangible assets purchased through business acquisitions is principally determined based on valuations of the net assets acquired. Currently, the Company is in the process of finalizing the purchase of certain manufacturing operations from Nokia Siemens Networks S.p.A. (“NSN”) in the first quarter of fiscal year 2008. See Note 9 – “Business Acquisitions” for further discussion of recent acquisitions. The following tables present the Company’s total purchased intangible assets at February 29, 2008 and August 31, 2007 (in thousands):

 

February 29, 2008

   Gross
carrying
amount
   Accumulated
amortization
    Net
carrying
amount

Contractual agreements & customer relationships

   $ 122,956    $ (45,582 )   $ 77,374

Intellectual property

     90,859      (22,940 )     67,919
                     

Total

   $ 213,815    $ (68,522 )   $ 145,293
                     

August 31, 2007

   Gross
carrying
amount
   Accumulated
amortization
    Net
carrying
amount

Contractual agreements & customer relationships

   $ 155,352    $ (80,962 )   $ 74,390

Intellectual property

     84,928      (12,726 )     72,202
                     

Total

   $ 240,280    $ (93,688 )   $ 146,592
                     

 

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The weighted-average amortization period for aggregate intangible assets at February 29, 2008 is 6.6 years, which includes a weighted-average amortization period of 8.1 years for contractual agreements and customer relationships and a weighted-average amortization period of 4.6 years for intellectual property.

Intangible asset amortization for the three months and six months ended February 29, 2008 was approximately $9.7 million and $18.6 million, respectively. Intangible asset amortization for the three months and six months ended February 28, 2007 was approximately $6.1 million and $11.9 million, respectively. The decrease in both the gross carrying amount and the accumulated amortization of the Company’s purchased intangible assets at February 29, 2008 were the result of write-offs of fully amortized intangible assets during the six month period ended February 29, 2008.

The estimated future amortization expense is as follows (in thousands):

 

Fiscal year ending August 31,

   Amount

2008 (remaining six months)

   $ 17,441

2009

     32,802

2010

     29,515

2011

     24,922

2012

     15,848

Thereafter

     24,765
      

Total

   $ 145,293
      

Note 9. Business Acquisitions

a. Green Point Acquisition

On November 22, 2006, the Company entered into a merger agreement with Taiwan Green Point Enterprises Co., Ltd. (“Green Point”), pursuant to which Green Point agreed to merge with and into an existing Jabil entity in Taiwan. The legal merger was primarily achieved through a tender offer that the Company made to acquire 100% of the outstanding shares of Green Point for 109.0 New Taiwan dollars per share. The tender offer was launched on November 23, 2006 and remained open for a period of 50 days. During the tender offer period, the Company acquired approximately 260.9 million shares, representing 97.6% of the outstanding shares of Green Point. On January 16, 2007, the Company paid cash of approximately $870.7 million (in U.S. dollars) to acquire the tendered shares.

Subsequent to the completion of the tender offer and prior to the completion of the legal merger, the Company acquired approximately 2.1 million Green Point shares in block trades for a price of 109.0 New Taiwan dollars per share (or an approximate total of $7.0 million in U.S. dollars). On April 24, 2007, pursuant to the November 22, 2006 merger agreement, the Company acquired the approximately 4.1 million remaining outstanding Green Point shares that were not tendered during the tender offer period, for 109.0 New Taiwan dollars per share (or an approximate total of $13.3 million in U.S. dollars).

The financial results of Green Point were included in the Company’s Consolidated Financial Statements beginning on January 16, 2007. The Company recorded a minority interest in its Consolidated Financial Statements from January 16, 2007 through April 24, 2007 related to the remaining 2.4% of Green Point outstanding shares that it acquired on April 24, 2007.

Green Point specializes in the design and production of advanced plastics and metals for the mobile products market. The Company acquired these operations to enhance its position in the mobile products market and to offer end-to-end capability with long-term growth prospects. The acquisition was accounted for under the purchase method of accounting. Financial results of the acquired operations have been included in the Company’s Consolidated Balance Sheet and Consolidated Statement of Earnings beginning in the second quarter of fiscal year 2007.

The purchase consideration for the transaction included approximately $902.1 million in cash paid to complete the merger with Green Point and for professional fees; the assumption of certain liabilities; and certain other items. Based on the Company’s final evaluation, which was completed in the second quarter of fiscal year 2008, the Company recorded purchased amortizable intangible assets of $98.0 million, purchased intangibles with an indefinite life of $47.0 million, and goodwill of $460.0 million, based on exchange rates at the date of acquisition. The purchased intangible assets, including intellectual property and a customer relationship, are being amortized over periods of three to seven years.

 

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Financial information related to the Green Point business is included in the Consumer Electronics operating segment. Refer to Note 5 – “Segment Information” for further details.

The unaudited pro forma results presented below include the effects of the acquisition as if it had been consummated at the beginning of fiscal year 2007. Pro forma adjustments arise due to additional amortization on estimated identifiable intangible assets and additional interest on the unsecured bridge credit agreement that was entered into to finance the acquisition of Green Point. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated at the beginning of fiscal year 2007.

 

     Three months ended
February 28, 2007
   Six months ended
February 28, 2007
     (unaudited)    (unaudited)

Net revenue

   $ 3,027,915    $ 6,421,547
             

Income before income taxes and minority interest (net of tax)

   $ 18,213    $ 70,218
             

Net income

   $ 15,834    $ 58,452
             

Earnings per common share:

     

Basic

   $ 0.08    $ 0.29
             

Diluted

   $ 0.08    $ 0.28
             

b. NSN Acquisition

On October 17, 2007, an Italian subsidiary of the Company entered into an agreement to acquire certain manufacturing operations of Nokia Siemens Networks S.p.A. (“NSN”). The acquired manufacturing operations relate to two of NSN’s existing facilities in Cassina de Pecchi and Marcianise, Italy. The agreement, which was effective November 1, 2007, includes the purchase of certain assets, including machinery, equipment and inventory, and the assumption of certain employee related liabilities. The parties also entered into a manufacturing agreement, pursuant to which the Company will continue to build products that are currently manufactured at these facilities. The Company acquired these manufacturing operations to enhance its global standing as a leading provider of telecommunications infrastructure hardware.

The acquisition was accounted for under the purchase method of accounting. The purchase consideration included cash of approximately $57.2 million, based on foreign currency rates at the effective date of acquisition, and the assumption of certain employee related liabilities. Based on management’s preliminary valuation, which is expected to be completed no later than the first quarter of fiscal year 2009, the Company recorded a purchased amortizable intangible asset of $9.6 million based on foreign currency rates at the effective date of acquisition. Subject to the completion of management’s valuation, the customer contract intangible asset is being amortized over a period of five years, and the purchase consideration did not result in the Company recording goodwill.

Note 10. Accounts Receivable Securitization

a. Asset-Backed Securitization Program

In February 2004, the Company entered into an asset-backed securitization program with a bank, which originally provided for net cash proceeds at any one time of an amount up to $100.0 million on the sale of eligible accounts receivable of certain domestic operations. Subsequent to fiscal year 2004, several amendments have increased the net cash proceeds available at any one time under the securitization program up to an amount of $325.0 million. The sale of receivables under this securitization program is accounted for in accordance with Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (a replacement of FASB Statement No. 125), (“SFAS 140”). Under the agreement, the Company continuously sells a designated pool of trade accounts receivable to a wholly-owned subsidiary, which in turn sells an ownership interest in the receivables to a conduit, administered by an unaffiliated financial institution. This wholly-owned subsidiary is a separate bankruptcy-remote entity and its assets would be available first to satisfy the creditor claims of the conduit. As the receivables sold are collected, the Company is able to sell additional receivables up to the maximum permitted amount under the program. The securitization program requires compliance with several financial covenants including an interest coverage ratio and debt to EBITDA ratio, as defined in the securitization agreements, as amended. The securitization agreement, as amended on February 19, 2008, expires on March 21, 2008. See Note 15 – “Subsequent Events” for further discussion of the Company’s asset-backed securitization program.

 

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Table of Contents

For each pool of eligible receivables sold to the conduit, the Company retains a percentage interest in the face value of the receivables, which is calculated based on the terms of the agreement. Net receivables sold under this program are excluded from accounts receivable on the Consolidated Balance Sheet and are reflected as cash provided by operating activities on the Consolidated Statement of Cash Flows. The Company continues to service, administer and collect the receivables sold under this program. The Company pays facility fees of 0.15% per annum of 102% of the average purchase limit and program fees of up to 0.15% of average outstanding amounts. The investors and the securitization conduit have no recourse to the Company’s assets for failure of debtors to pay when due.

At February 29, 2008, the Company had sold $352.1 million of eligible accounts receivable, which represents the face amount of total outstanding receivables at that date. In exchange, the Company received cash proceeds of $264.1 million and retained an interest in the receivables of approximately $88.0 million. In connection with the securitization program, the Company recognized pretax losses on the sale of receivables of approximately $3.3 million and $7.8 million during the three months and six months ended February 29, 2008, respectively, compared to approximately $4.0 million and $7.7 million during the three months and six months ended February 28, 2007, respectively, which are recorded as other expense on the Condensed Consolidated Statement of Earnings.

b. Accounts Receivable Factoring Agreement

In October 2004, the Company entered into an agreement with an unrelated third-party for the factoring of specific accounts receivable of a foreign subsidiary. The factoring of accounts receivable under this agreement is accounted for as a sale in accordance with SFAS 140. Under the terms of the factoring agreement, the Company transfers ownership of eligible accounts receivable without recourse to the third-party purchaser in exchange for cash. Proceeds on the transfer reflect the face value of the account less a discount. The discount is recorded as a loss on the Consolidated Statement of Earnings in the period of the sale. The factoring agreement expired in October 2007 and was extended for a six month period.

The receivables sold pursuant to this factoring agreement are excluded from accounts receivable on the Consolidated Balance Sheet and are reflected as cash provided by operating activities on the Consolidated Statement of Cash Flows. The Company continues to service, administer and collect the receivables sold under this program. The third-party purchaser has no recourse to the Company’s assets for failure of debtors to pay when due.

At February 29, 2008, the Company had sold $14.9 million of accounts receivable, which represents the face amount of total outstanding receivables at that date. In exchange, the Company received cash proceeds of $14.9 million. The resulting loss on the sale of accounts receivable sold under this factoring agreement was insignificant for the three months and six months ended February 29, 2008 and February 28, 2007.

Note 11. Pension and Other Postretirement Benefits

During the first quarter of fiscal year 2002, the Company established a defined benefit pension plan for all permanent employees of Jabil Circuit UK Limited. This plan was established in accordance with the terms of the business sale agreement with Marconi Communications plc (“Marconi”). The benefit obligations and plan assets from the terminated Marconi plan were transferred to the newly established defined benefit plan. The plan, which is closed to new participants, provides benefits based on average employee earnings over a three-year service period preceding retirement. The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in U.K. employee benefit and tax laws plus such additional amounts as are deemed appropriate by the Company. Plan assets are held in trust and consist of equity and debt securities.

As a result of acquiring various operations in Austria, Brazil, France, Germany, India, Japan, The Netherlands, Poland, and Taiwan, the Company assumed primarily unfunded retirement benefits to be paid based upon years of service and compensation at retirement. All permanent employees meeting the minimum service requirement are eligible to participate in the plans. Through the Royal Philips Electronics (“Philips”) acquisition in fiscal year 2003, the Company also assumed postretirement medical benefit plans.

There are no domestic pension or postretirement benefit plans maintained by the Company.

On August 31, 2007, the Company adopted the recognition provisions of Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS 158”). SFAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.

 

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Table of Contents

SFAS 158 also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position. The measurement requirement will be effective for fiscal years ending after December 15, 2008, which is the Company’s fiscal year 2009. The Company currently uses a May 31 measurement date for substantially all of the above referenced plans, with the exception of the Jabil Circuit UK Limited plan, which uses a June 30 measurement date.

The following table provides information about net periodic benefit cost for the Company’s pension plans for the periods indicated (in thousands of dollars):

 

     Three months ended     Six months ended  
     February 29,
2008
    February 28,
2007
    February 29,
2008
    February 28,
2007
 

Service cost

   $ 545     $ 474     $ 1,077     $ 940  

Interest cost

     1,923       1,562       3,880       3,075  

Expected long-term return on plan assets

     (1,404 )     (1,191 )     (2,847 )     (2,339 )

Amortization of prior service cost

     (10 )     —         (20 )     —    

Recognized actuarial loss

     386       352       783       691  
                                

Net periodic benefit cost

   $ 1,440     $ 1,197     $ 2,873     $ 2,367  
                                

For the six months ended February 29, 2008, the Company has made contributions of approximately $3.0 million to its defined benefit pension plans. The Company presently anticipates total fiscal year 2008 contributions to approximate $5.8 million to $6.3 million.

The following table provides information about net periodic benefit cost for the Company’s other benefit plans for the periods indicated (in thousands of dollars):

 

     Three months ended    Six months ended
     February 29,
2008
   February 28,
2007
   February 29,
2008
   February 28,
2007

Service cost

   $ —      $ 130    $ —      $ 259

Interest cost

     1      25      1      50

Recognized actuarial (gain)/loss

     —        1      —        3
                           

Net periodic benefit cost

   $ 1    $ 156    $ 1    $ 312
                           

Note 12. New Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. The Company will be required to provide enhanced disclosures about (a) how and why derivative instruments are used, (b) how derivative instruments and related hedged items are accounted for under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Certain Hedging Activities (“SFAS 133”), and its related interpretations, and (c) how derivative instruments and related hedged items affect the Company’s financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the requirements of SFAS 161 and has not yet determined the impact of adoption, if any, on its financial position, results of operations or cash flows.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, Business Combinations (“SFAS 141R”). SFAS 141R states all assets and liabilities of an acquired business (whether full, partial or step acquisitions) will be recorded at fair value. Certain forms of contingent consideration and certain acquired contingencies will be recorded at fair value at the acquisition date. SFAS 141R also states acquisition costs will generally be expensed as incurred and restructuring costs will be expensed in periods after the acquisition date. This statement is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company is currently evaluating the requirements of SFAS 141R and has not yet determined the impact of adoption, if any, on its financial position, results of operations or cash flows.

 

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In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 requires a company to clearly identify and present ownership interests in subsidiaries held by parties other than the company in the consolidated financial statements within the equity section but separate from the company’s equity. It also requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income; changes in ownership interest be accounted for similarly, as equity transactions; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary be measured at fair value. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently evaluating the requirements of SFAS 160 and has not yet determined the impact of adoption, if any, on its financial position, results of operations or cash flows.

In June 2007, the FASB ratified EITF No. 06-11 (“EITF 06-11”), Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards . EITF 06-11 addresses the accounting for income tax benefits related to the payment of dividends on equity-classified employee share-based payment awards that are charged to retained earnings under SFAS 123R. The FASB concluded that a company should recognize the income tax benefit received on dividends that are (a) paid to employees holding equity-classified nonvested shares, equity-classified nonvested share units or equity-classified outstanding share options and (b) charged to retained earnings under SFAS 123R. The requirements of EITF 06-11 will be applied prospectively to the income tax benefits of dividends on equity-classified employee share-based payment awards that are declared in fiscal years beginning after September 15, 2007, which will be the first quarter of the Company’s fiscal year 2009. The Company is currently analyzing the requirements of EITF 06-11 and has not yet determined the impact of adoption, if any, on its financial position, results of operations or cash flows.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 expands the use of fair value accounting but does not affect existing standards which require assets or liabilities to be carried at fair value. Under SFAS 159, a company may elect to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees and issued debt. Other eligible items include firm commitments for financial instruments that otherwise would not be recognized at inception and non-cash warranty obligations where a warrantor is permitted to pay a third party to provide the warranty goods or services. If the use of fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred, e.g., debt issue costs. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS 159, changes in fair value are recognized in operations. SFAS 159 is effective for fiscal years beginning after November 15, 2007, which will be in the first quarter of the Company’s fiscal year 2009. The Company is currently evaluating the requirements of SFAS 159 and has not yet determined the impact of adoption, if any, on its financial position, results of operations or cash flows.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007, which will be the first quarter of the Company’s fiscal year 2009. The Company is currently evaluating the requirements of SFAS 157 and has not yet determined the impact of adoption, if any, on its financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS 158 which requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position. The requirement to recognize the funded status of a defined benefit postretirement plan was effective as of the end of the fiscal period ending after December 15, 2006. The Company has adopted this requirement and the effects are reflected in the financial statements as of August 31, 2007. The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The Company will be required to adopt this requirement at the beginning of fiscal year 2009. The Company does not anticipate that the adoption of the measurement requirements of this standard will have a material impact on its financial position, results of operations or cash flows.

 

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Note 13. Income Taxes

Income tax expense reflects an effective tax rate of (13.9)% and 25.7% for the three months and six months ended February 29, 2008, respectively, as compared to an effective rate of 9.9% and 13.5% for the three months and six months ended February 28, 2007, respectively.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted the provisions of FIN 48 on September 1, 2007. As a result of the implementation of FIN 48, the Company recognized an increase to retained earnings of $3.9 million, an increase to goodwill of $3.4 million and a net decrease to accrued liabilities of $0.5 million on its Condensed Consolidated Balance Sheet.

At September 1, 2007, the Company had $50.4 million in unrecognized tax benefits, the recognition of which would have an effect of $26.5 million on the effective tax rate under the current guidance. Through February 29, 2008, the Company recognized $16.6 million net of additional unrecognized tax benefits, for a total of $67.0 million in unrecognized tax benefits, the recognition of which would have an effect of $27.2 million on the effective tax rate under the current guidance.

A reconciliation of the beginning and ending amount of the consolidated liability for unrecognized income tax benefits during the six months ended February 29, 2008 is as follows (in thousands):

 

     Amount  

Balance at September 1, 2007

   $ 50,360  

Additions for tax positions of prior years

     1,611  

Additions for tax positions related to current year

     5,262  

Addition for tax positions related to acquired entities in prior years, offset to goodwill and deferred tax attributes

     14,774  

Cash settlements

     (4,967 )
        

Balance at February 29, 2008

   $ 67,040  
        

Upon adoption of SFAS 141R, the recognition of the unrecognized tax benefits, which would have an effect on the effective tax rate, is estimated to increase to $39.3 million at September 1, 2007 and $53.6 million through February 29, 2008.

Included in the balance of unrecognized tax benefits at September 1, 2007 and February 29, 2008, is $16.6 million and $18.3 million, respectively, for which it is reasonably possible that the total amounts could significantly change during the next twelve months. These amounts at September 1, 2007 and February 29, 2008, primarily relate to possible adjustments for transfer pricing, tax holidays, and certain inclusions in taxable income, and include $9.0 million and $8.9 million, respectively, in possible cash payments, and $7.6 million and $9.4 million, respectively, related to the settlement of audits not involving cash payments and the expiration of applicable statutes of limitation.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for fiscal years before August 31, 2003.

The Company records the liability for the unrecognized tax benefits as a long term income tax liability in the Condensed Consolidated Balance Sheet unless cash settlement is expected in the next 12 months.

The Company’s continuing practice is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. As of September 1, 2007, the Company’s accrued interest and penalties was approximately $4.6 million and $8.9 million, respectively. Through February 29, 2008, the Company accrued an additional $2.4 million for interest and $2.3 million for penalties.

Note 14. Significant Changes to Notes Payable and Long-Term Debt

a. Bridge Facility Amendment

On December 20, 2007, the Company amended (the “Amendment”) its existing bridge credit facility that it entered into as of December 21, 2006 (the “Bridge Facility”). As a result of the Amendment, (1) the termination date of the Bridge Facility was extended from December 20, 2007 to June 17, 2008, (2) the Bridge Facility was converted to a $200.0 million revolving credit facility that was available only if the Company had fully drawn on the revolving credit portion of the Company’s existing amended and restated five year unsecured credit facility dated as of July 19, 2007 (the “Credit Facility”)

 

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and (3) as described below, certain other portions of the Bridge Facility were also amended (the Bridge Facility, as so amended, shall be referred to herein as the “Amended Bridge Facility”). Also on December 20, 2007, the Company drew $400.0 million on the revolving credit portion of the Credit Facility in order to pay down the full $400.0 million outstanding under the term portion of the Bridge Facility.

The Amendment specified that the proceeds of the revolving credit advances under the Amended Bridge Facility were to be used for general corporate purposes of the Company and its subsidiaries. Pursuant to the Amendment, interest and fees on advances under the Amended Bridge Facility continued to be based on the Company’s unsecured long-term indebtedness rating as determined by Standard & Poor’s Rating Service (“S&P”) and Moody’s Investor Service (“Moody’s”). The interest rate was increased, such that interest was charged at either a rate equal to 0.3% to 1.5% above the base rate or a rate equal to 1.3% to 2.5% above the Eurocurrency rate, where the base rate represented the greater of Citibank, N.A.’s prime rate or 0.5% plus the federal funds rate, and the Eurocurrency rate represented the applicable London Interbank Offered Rate (“LIBOR”), each as more fully defined in the Amended Bridge Facility. The applicable interest rate, whether based on the base rate or the Eurocurrency rate, was to have been increased by 0.25% on and after March 20, 2008. Fees included extension fees payable on March 20, 2008 and unused commitment fees based on the amount of the lenders’ commitments minus the principal amounts of any outstanding advances made by the lenders. Based on the Company’s unsecured long-term indebtedness rating as determined by S&P and Moody’s at the date of termination of the Amended Bridge Facility, the then current rate of interest (excluding the unused commitment fees and other fees) on a base rate draw would have been 0.5% above the base rate or on a Eurocurrency rate draw 1.5% above the Eurocurrency rate, as defined above.

On February 13, 2008 the Amended Bridge Facility was terminated.

b. 8.250% Notes Offering

On January 16, 2008, the Company completed its offering of $250.0 million in aggregate principal amount of 8.250% senior unsecured notes due March 15, 2018 (the “8.250% Notes”). The 8.250% Notes were issued pursuant to an Indenture dated as of January 16, 2008, by and between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”).

The 8.250% Notes will mature on March 15, 2018. Interest on the 8.250% Notes will be payable on March 15 and September 15 of each year, beginning on September 15, 2008. The interest rate payable on the 8.250% Notes is subject to adjustment from time to time if the credit ratings assigned to the 8.250% Notes increase or decrease, as provided in the 8.250% Notes. The 8.250% Notes are senior unsecured obligations of the Company and rank equally with all other existing and future senior unsecured debt obligations.

The Company may redeem all or any part of the 8.250% Notes at its option at any time prior to their maturity by paying a redemption price equal to the greater of (plus, in each case, accrued and unpaid interest thereon to, but not including, the redemption date): (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments on the 8.250% Notes discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a government treasury rate plus 50 basis points.

The Indenture contains certain covenants, including, but not limited to, covenants limiting the Company’s ability and/or its subsidiaries’ ability to: create certain liens; enter into sale and leaseback transactions; create, incur, issue, assume or guarantee any funded debt (applicable only to the Company’s “restricted subsidiaries”); guarantee any of the Company’s indebtedness (applicable only to the Company’s subsidiaries); and consolidate or merge with, or convey, transfer or lease all or substantially all of its assets to another person. The Indenture also contains a covenant regarding the repurchase by the Company of the 8.250% Notes upon a “change of control repurchase event.”

In connection with the issuance of the 8.250% Notes, on January 16, 2008, the Company and the initial purchasers of the 8.250% Notes (the “Initial Purchasers”) entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to use its best efforts to: (a) file a registration statement with the SEC with respect to new notes, identical in all material respects to the issued and outstanding 8.250% Notes, but registered under the Securities Act of 1933, as amended (the “Securities Act”), and without transfer restrictions; (b) cause the registration statement to be declared effective under the Securities Act on or prior to July 14, 2008; and (c) keep the exchange offer open for not less than 20 business days after notice of the exchange offer is mailed, but in any event, to cause the exchange offer to be consummated on or prior to September 12, 2008. If the obligations set forth above are not complied with on the prescribed dates, then the Company will be obligated to pay an additional special interest premium of 0.25% per annum for the first 60-day period immediately following such date and an additional 0.25% per annum thereafter, up to a maximum aggregate special interest premium of 0.50% per annum, until such obligations are satisfied. In addition, in connection with the issuance of the new notes, the Company filed a Form S-4 Registration Statement on February 15, 2008, which is not yet effective.

 

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Certain of the Initial Purchasers (or their affiliates) have various other relationships with the Company and its subsidiaries involving the provision of financial services, including cash management, loans, letter of credit and bank guarantee facilities, investment banking and trust services. The Company, along with its subsidiaries has entered into foreign exchange contracts and other derivative arrangements with certain of the Initial Purchasers (and their affiliates). In addition, all of the Initial Purchasers (or their affiliates) are lenders under the Credit Facility.

The Company used the net proceeds from the offering of the 8.250% Notes to repay a portion of its borrowings under the Credit Facility. The Initial Purchasers or their affiliates, as lenders under the Credit Facility, received all of the net proceeds from the offering.

Note 15. Subsequent Events

a. North American Asset-Backed Securitization Program

On March, 20, 2008 the Company executed an amendment to its asset-backed securitization program to decrease the purchase limit to $280.0 million. The amendment also extended the asset-backed securitization program until March 19, 2009. Facility fees were increased to 0.35% per annum of 102% of the average purchase limit, and increased program fees to equal 0.275% of the average daily outstanding amounts. For further discussion of the asset-backed securitization program, see Note 10 – “Accounts Receivable Securitization.”

b. Foreign Asset-Backed Securitization Program

On April 7, 2008, the Company entered into an asset-backed securitization program with a bank conduit. In connection with the securitization program certain of its foreign subsidiaries sell, on an ongoing basis, an undivided interest in designated pools of trade accounts receivable to a special purpose entity, which in turn borrows up to $200.0 million from the bank conduit to purchase those receivables and in which it grants security interests as collateral for the borrowings. The securitization program is accounted for as a borrowing under SFAS 140. The loan balance is calculated based on the terms of the securitization program agreements. The securitization program requires compliance with several covenants including a limitation on certain corporate actions such as mergers, consolidations and sale of substantially all assets. The Company pays interest at designated commercial paper rates plus a spread. The securitization program expires on April 6, 2009.

 

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JABIL CIRCUIT, INC. AND SUBSIDIARIES

References in this report to “the Company”, “Jabil”, “we”, “our”, or “us” mean Jabil Circuit, Inc. together with its subsidiaries, except where the context otherwise requires. This Quarterly Report on Form 10-Q contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made in reliance upon the protections provided by such acts for forward-looking statements. These forward-looking statements (such as when we describe what “will”, “may” or “should” occur, what we “plan”, “intend”, “estimate”, “believe”, “expect” or “anticipate” will occur, and other similar statements) include, but are not limited to, statements regarding future sales and operating results, future prospects, anticipated benefits of proposed (or future) acquisitions and new facilities, growth, the capabilities and capacities of business operations, any financial or other guidance and all statements that are not based on historical fact, but rather reflect our current expectations concerning future results and events. We make certain assumptions when making forward-looking statements, any of which could prove inaccurate, including, but not limited to, statements about our future operating results and business plans. Therefore, we can give no assurance that the results implied by these forward-looking statements will be realized. Furthermore, the inclusion of forward-looking information should not be regarded as a representation by the Company or any other person that future events, plans or expectations contemplated by the Company will be achieved. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events, and is subject to various uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those expressed or implied in our forward-looking statements:

 

   

business conditions and growth or declines in our customers’ industries, the electronic manufacturing services industry and the general economy;

 

   

the results of the review of our past stock option grants and revenue recognition being conducted by governmental authorities and related litigation and any ramifications thereof;

 

   

variability of operating results;

 

   

our dependence on a limited number of major customers;

 

   

the potential consolidation of our customer base;

 

   

availability of components;

 

   

our dependence on certain industries;

 

   

seasonality;

 

   

the variability of customer requirements;

 

   

our substantial international operations, and the resulting risks related to our operating internationally;

 

   

our ability to successfully negotiate definitive agreements and consummate acquisitions, and to integrate operations following consummation of acquisitions;

 

   

our ability to take advantage of our past and current 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.

For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained elsewhere in this document, as well as our Annual Report on Form 10-K for the fiscal year ended August 31, 2007, any subsequent Reports on Form 10-Q and Form 8-K and other filings with the Securities and Exchange Commission. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.

All forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this Quarterly Report on Form 10-Q, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur, or of which we hereafter become aware. You should

 

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read this document and the documents that we incorporate by reference into this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We may not update these forward-looking statements, even if our situation changes in the future. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

 

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Item 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are one of the leading providers of worldwide electronic manufacturing services and solutions. We provide comprehensive electronics design, production, product management and after-market services to companies in the aerospace, automotive, computing, consumer, defense, industrial, instrumentation, medical, networking, peripherals, storage and telecommunications industries. We currently depend, and expect to continue to depend, upon a relatively small number of customers for a significant percentage of our net revenue. Based on net revenue for the six months ended February 29, 2008 our largest customers currently include Cisco Systems, Inc., Hewlett-Packard Company, International Business Machines Corporation, Motorola, Inc., Network Appliance Inc., NEC Corporation, Nokia Corporation, Nokia Siemens Networks S.p.A., Royal Philips Electronics, and Tellabs, Inc.

We offer our customers electronics design, production, product management and after-market solutions that are responsive to their manufacturing needs. Our business units are capable of providing our customers with varying combinations of the following services:

 

   

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

 

   

after-market services.

We currently conduct our operations in facilities that are located in Austria, Belgium, Brazil, China, England, France, Germany, Hungary, India, Ireland, Italy, Japan, Malaysia, Mexico, The Netherlands, Poland, Scotland, Singapore, Taiwan, Ukraine, Vietnam and the U.S. Our global manufacturing production sites allow our customers to manufacture products in parallel in what we believe are the most efficient marketplaces for their products. Our services allow customers to improve supply-chain management, reduce inventory obsolescence, lower transportation costs and reduce product fulfillment time. We have identified our global presence as a key to assessing our business performance.

On September 1, 2007, we reorganized our manufacturing business into a Consumer Electronics division and an Electronic Manufacturing Services (“EMS”) division. Based on this reorganization, we currently have three operating segments – Consumer Electronics, EMS and After-Market Services (“AMS”). We believe that these divisions will provide cost-effective solutions for our customers by grouping business units with similar needs together into divisions, each with full accountability for design, operations, supply chain management and delivery. Our AMS division will continue to provide warranty and repair services to certain of our manufacturing customers, but primarily to other customers. The Consumer Electronics division has dedicated resources designed to meet the particular needs of the consumer products industry. The division focuses on cell phones and mobile products, televisions, set-top boxes and peripheral products such as printers. We intend that the Consumer Electronics division, as a result of its dedicated design resources combined with its vertically integrated supply chain solutions and certain existing and planned manufacturing operations, will provide a focused complement of assets to provide low cost solutions for consumer electronics customers. The EMS division focuses on the traditional and emerging electronic manufacturing services business sectors. Traditional sectors, characterized by longer historical use of the electronics outsourcing model, include networking, computing, storage and telecommunications businesses. Emerging sectors are newer to the outsourcing model and include the automotive, medical, industrial, instrumentation, defense and aerospace sectors.

The industry in which we operate is composed of companies that provide a range of manufacturing and design services to companies that utilize electronics components. The industry experienced rapid change and growth through the 1990’s as an increasing number of companies chose to outsource an increasing portion, and, in some cases, all of their manufacturing requirements. In mid-2001, the industry’s revenue declined as a result of significant cut-backs in customer production requirements, which was consistent with the overall global economic downturn at the time. In response to this industry and global economic downturn, we implemented restructuring programs to reduce our cost structure and further align our manufacturing capacity with the geographic production demands of our customers. Industry revenues generally began to stabilize in 2003 and companies continue to turn to outsourcing versus internal manufacturing. In addition, the number of industries serviced, as well as the market penetration in certain industries, by electronic manufacturing service providers has

 

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increased over the past four years. We believe further growth opportunities exist for the industry to penetrate the worldwide electronics markets. The rate of growth, however, of gross domestic product in the U.S. has recently declined. While recent economic conditions have not yet had a material negative impact on our results of operations, they may have such an impact over the next several fiscal quarters and possibly beyond.

Summary of Results

Net revenue for the second quarter of fiscal year 2008 increased approximately 4.2% to $3.1 billion compared to $2.9 billion for the same period of fiscal year 2007. Our sales levels during the second quarter of fiscal year 2008 improved across most industry sectors as compared to the second quarter of fiscal year 2007, demonstrating our continued trend of industry sector and customer diversification. The increase in our revenue base year-over-year is primarily due to additional sales related to certain recent business acquisitions, as well as continued new customer wins and new program wins with existing customers. See Note 9 – “Business Acquisitions” to the Condensed Consolidated Financial Statements for a discussion of our recent business acquisitions. Additionally, we continue to enhance our business model by adding services in the areas of collaborative design, system integration, order fulfillment and after-market.

During the fourth quarter of fiscal year 2006, our Board of Directors approved the 2006 Restructuring Plan to better align our manufacturing capacity in certain higher cost geographies and to properly size our manufacturing sites with perceived current market conditions. Based on the analysis completed to date, we currently expect to recognize approximately $250.0 million in restructuring and impairment charges as a result of the 2006 Restructuring Plan. The restructuring charges include pre-tax employee severance and benefit costs, contract termination costs and other related restructuring costs. The impairment charges include pre-tax fixed asset impairment costs, as well as valuation allowances against net deferred tax assets. We recognized a significant portion of these costs through the second quarter of fiscal year 2008 and currently expect to recognize the remaining portion primarily over the course of fiscal year 2008 with certain contract termination costs to be incurred through fiscal year 2011. The exact timing of the remaining estimated range of restructuring and impairment costs, as well as the remaining estimated cost ranges by category type is subject to revision. This information will be subject to the finalization of the timetables for the transitional functions, consultation with employees and their representatives, as well as the statutory severance requirements of the particular legal jurisdictions impacted. The amount and timing of the actual charges may vary due to a variety of factors. For further discussion of this restructuring program and the restructuring and impairment costs recognized, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Restructuring and Impairment Charges” and Note 7 – “Restructuring and Impairment Charges” to the Condensed Consolidated Financial Statements. See also “Risk Factors – We face risks arising from the restructuring of our operations.”

The following table sets forth, for the three-month and six-month periods indicated, certain key operating results and other financial information (in thousands, except per share data).

 

     Three months ended    Six months ended
     February 29,
2008
    February 28,
2007
   February 29,
2008
   February 28,
2007

Net revenue

   $ 3,058,613     $ 2,934,862    $ 6,426,560    $ 6,158,865

Gross profit

   $ 187,905     $ 171,510    $ 427,619    $ 363,495

Operating income

   $ 1,621     $ 36,680    $ 100,531    $ 97,778

Net income

   $ (24,045 )   $ 13,900    $ 37,956    $ 55,277

Earnings per share – basic

   $ (0.12 )   $ 0.07    $ 0.19    $ 0.27

Earnings per share – diluted

   $ (0.12 )   $ 0.07    $ 0.18    $ 0.27

Cash dividend per share – declared

   $ 0.07     $ 0.07    $ 0.14    $ 0.14

Key Performance Indicators

Management regularly reviews financial and non-financial performance indicators to assess the Company’s operating results. The following table sets forth, for the quarterly periods indicated, certain of management’s key financial performance indicators.

 

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     Three months ended
     February 29,
2008
   November 30,
2007
   August 31,
2007
   May 31,
2007

Sales cycle

   23 days    22 days    19 days    25 days

Inventory turns

   8 turns    8 turns    8 turns    8 turns

Days in accounts receivable

   39 days    42 days    39 days    40 days

Days in inventory

   47 days    42 days    43 days    47 days

Days in accounts payable

   63 days    62 days    63 days    62 days

The sales cycle is calculated as the sum of days in accounts receivable and days in inventory, less the days in accounts payable; accordingly, the variance in the sales cycle quarter over quarter is a direct result of changes in these indicators. During the three months ended February 29, 2008, days in accounts receivable decreased three days to 39 days, from the prior sequential quarter, as a result of timing of sales and cash collection efforts during the quarter, as well as related seasonality factors. Days in inventory increased five days to 47 days, while inventory turns remained consistent at eight turns during the three months ended February 29, 2008, as compared to the prior sequential quarter. The increase in days in inventory was primarily a result of decreased sales during the quarter resulting from seasonality factors in our consumer sector and delays in customer demand which has been scheduled to future quarters. During the three months ended February 29, 2008, days in accounts payable increased one day to 63 days as compared to 62 days in the prior sequential quarter, as a result of the timing of purchases and cash payments during the quarter.

Critical Accounting Policies and Estimates

The preparation of our financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) requires management to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. Management believes that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions under different future circumstances. We have identified the following critical accounting policies that affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. For further discussion of our significant accounting policies, refer to Note 1 – ”Description of Business and Summary of Significant Accounting Policies” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended August 31, 2007.

Revenue Recognition

We derive revenue principally from the product sales of electronic equipment built to customer specifications. We also derive revenue to a lesser extent from after-market services, design services and excess inventory sales. Revenue from product sales and excess inventory sales is generally recognized, net of estimated product return costs, when goods are shipped; title and risk of ownership have passed; the price to the buyer is fixed or determinable; and recoverability is reasonably assured. Service related revenue is recognized upon completion of the services. We assume no significant obligations after product shipment.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts related to receivables not expected to be collected from our customers. This allowance is based on management’s assessment of specific customer balances, considering the age of receivables and financial stability of the customer. If there is an adverse change in the financial condition of our customers, or if actual defaults are higher than provided for, an addition to the allowance may be necessary.

Inventory Valuation

We purchase inventory based on forecasted demand and record inventory at the lower of cost or market. Management regularly assesses inventory valuation based on current and forecasted usage and other lower of cost or market considerations. If actual market conditions or our customers’ product demands are less favorable than those projected, additional valuation adjustments may be necessary.

Long-Lived Assets

We review property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of property, plant and equipment is measured by comparing its carrying value to the projected cash flows the property, plant and equipment are expected to generate. If the carrying amount of an asset is not recoverable, we recognize an impairment loss based on the excess of the carrying amount

 

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of the long-lived asset over its respective fair value. The impairment analysis is based on significant assumptions of future results made by management, including revenue and cash flow projections. Circumstances that may lead to impairment of property, plant and equipment include unforeseen decreases in future performance or industry demand and the restructuring of our operations resulting from a change in our business strategy. For further discussion of our current restructuring program, refer to Note 7 – “Restructuring and Impairment Charges” to the Condensed Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Restructuring and Impairment Charges.”

We have recorded intangible assets, including goodwill, in connection with business acquisitions. Estimated useful lives of amortizable intangible assets are determined by management based on an assessment of the period over which the asset is expected to contribute to future cash flows. The allocation of amortizable intangible assets impacts the amounts allocable to goodwill. In accordance with SFAS 142, we are required to perform a goodwill impairment test at least on an annual basis and whenever events or circumstances indicate that the carrying value may not be recoverable from estimated future cash flows. We completed the annual impairment test during the fourth quarter of fiscal year 2007 and determined that no impairment existed as of the date of the impairment test. The impairment test is performed at the reporting unit level, which we have determined to be consistent with our operating segments. The impairment analysis is based on assumptions of future results made by management, including revenue and cash flow projections at the reporting unit level. Circumstances that may lead to impairment of goodwill or intangible assets include unforeseen decreases in future performance or industry demand, and the restructuring of our operations resulting from a change in our business strategy. For further information on our intangible assets, including goodwill, refer to Note 8 – “Goodwill and Other Intangible Assets” to the Condensed Consolidated Financial Statements.

Restructuring and Impairment Charges

We have recognized restructuring and impairment charges related to reductions in workforce, re-sizing and closure of facilities, and the transition of production from certain facilities into other new and existing facilities. These charges were recorded pursuant to formal plans developed and approved by management. The recognition of restructuring and impairment charges requires that we make certain judgments and estimates regarding the nature, timing and amount of costs associated with these plans. The estimates of future liabilities may change, requiring additional restructuring and impairment charges or the reduction of liabilities already recorded. At the end of each reporting period, we evaluate the remaining accrued balances to ensure that no excess accruals are retained and the utilization of the provisions are for their intended purpose in accordance with the restructuring programs. For further discussion of our restructuring programs, refer to Note 7 – ”Restructuring and Impairment Charges” to the Condensed Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Restructuring and Impairment Charges.”

Pension and Other Postretirement Benefits

We have pension and postretirement benefit costs and liabilities, which are developed from actuarial valuations. Actuarial valuations require management to make certain judgments and estimates of discount rates and return on plan assets. We evaluate these assumptions on a regular basis taking into consideration current market conditions and historical market data. The discount rate is used to state expected future cash flows at a present value on the measurement date. This rate represents the market rate for high-quality fixed income investments. A lower discount rate increases the present value of benefit obligations and increases pension expense. When considering the expected long-term rate of return on pension plan assets, we take into account current and expected asset allocations, as well as historical and expected returns on plan assets. Other assumptions include demographic factors such as retirement, mortality and turnover. For further discussion of our pension and postretirement benefits, refer to Note 11 – “Pension and Other Postretirement Benefits” to the Condensed Consolidated Financial Statements.

Income Taxes

We estimate our income tax provision in each of the jurisdictions in which we operate, a process that includes estimating exposures related to examinations by taxing authorities. We must also make judgments regarding the ability to realize the deferred tax assets. The carrying value of our net deferred tax assets is based on our belief that it is more likely than not that we will generate sufficient future taxable income in certain jurisdictions to realize these deferred tax assets. A valuation allowance has been established for deferred tax assets that we do not believe meet the “more likely than not” criteria established by Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes . Our judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws or other factors. If our assumptions and consequently our estimates change in the future, the valuation allowances we have established may be increased or decreased, resulting in a respective increase or decrease in either income tax expense or goodwill. For further discussion related to our income taxes, refer to Note 4 – “Income Taxes” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended August 31, 2007 and Note 13 – “Income Taxes” to the Condensed Consolidated Financial Statements.

 

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Stock-Based Compensation

In accordance with the provisions of SFAS 123R and the Securities and Exchange Commission Staff Accounting Bulletin No. 107 (“SAB 107”), we began recognizing stock-based compensation expense in our consolidated statement of earnings on September 1, 2005. The fair value of options granted prior to September 1, 2005 were valued using the Black-Scholes model while the stock appreciation rights granted after this date were valued using a lattice valuation model. Option pricing models require the input of subjective assumptions, including the expected life of the option or stock appreciation right and the price volatility of the underlying stock. Judgment is also required in estimating the number of stock awards that are expected to vest as a result of satisfaction of time-based vesting schedules or the achievement of certain performance conditions. If actual results or future changes in estimates differ significantly from our current estimates, stock-based compensation could increase or decrease. For further discussion of our stock-based compensation, refer to Note 4 – “Stock-Based Compensation” to the Condensed Consolidated Financial Statements. See “Risk Factors – We are involved in reviews of our historical stock option grant practices.”

Results of Operations

The following table sets forth, for the periods indicated, certain statements of earnings data expressed as a percentage of net revenue:

 

     Three months ended     Six months ended  
     February 29,
2008
    February 28,
2007
    February 29,
2008
    February 28,
2007
 

Net revenue

   100.0 %   100.0 %   100.0 %   100.0 %

Cost of revenue

   93.9 %   94.2 %   93.3 %   94.1 %
                        

Gross profit

   6.1 %   5.8 %   6.7 %   5.9 %

Operating expenses:

        

Selling, general and administrative

   4.0 %   4.1 %   3.7 %   3.7 %

Research and development

   0.3 %   0.3 %   0.3 %   0.3 %

Amortization of intangibles

   0.3 %   0.2 %   0.3 %   0.2 %

Restructuring and impairment charges

   1.4 %   0.0 %   0.8 %   0.1 %
                        

Operating income

   0.1 %   1.2 %   1.6 %   1.6 %

Other expense

   0.1 %   0.1 %   0.1 %   0.2 %

Interest income

   (0.1 )%   (0.1 )%   (0.1 )%   (0.1 )%

Interest expense

   0.8 %   0.7 %   0.8 %   0.5 %
                        

Income before income taxes and minority interest (net of tax)

   (0.7 )%   0.5 %   0.8 %   1.0 %

Income tax expense

   0.1 %   0.1 %   0.2 %   0.1 %

Minority interest (net of tax)

   0.0 %   0.0 %   0.0 %   0.0 %
                        

Net income

   (0.8 )%   0.4 %   0.6 %   0.9 %
                        

Net Revenue. Our net revenue for the three months ended February 29, 2008 increased 4.2% to $3.1 billion, from $2.9 billion for the three months ended February 28, 2007. The increase for the three months ended February 29, 2008 from the same period of the previous fiscal year was due to increased sales levels across most industry sectors. Specific increases include a 36% increase in the sale of telecom products; a 20% increase in the sale of peripheral products; a 19% increase in the sale of networking products; a 19% increase in the sale of after-market services products; a 15% increase in the sale of computing and storage products; and a 7% increase in the sale of other products. These increases were partially offset by a 30% decrease in the sale of mobility products; a 9% decrease in the sale of display products; a 9% decrease in the sale of automotive products; and a 1% decrease in the sale of instrumentation and medical products.

Our net revenue for the six months ended February 29, 2008 increased 4.3% to $6.4 billion, from $6.2 billion for the six months ended February 28, 2007. The increase for the six months ended February 29, 2008 from the same period of the previous fiscal year was due to increased sales levels across industry sectors. Specific increases include a 32% increase in the

 

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sale of telecom products; a 23% increase in the sale of after-market services products; a 20% increase in the sale of peripheral products; an 18% increase in the sale of networking products; a 12% increase in the sale of computing and storage products; and a 6% increase in the sale of display products. These increases were offset by a 28% decrease in the sale of mobility products; a 5% decrease in the sale of automotive products; and a 2% decrease in the sale of other products. Sales of instrumentation and medical products remained relatively constant, with a change of less than 1%.

The increased sales levels for both the three months and six months ended February 29, 2008 were primarily due to additional sales related to certain recent business acquisitions, as well as continued new customer wins and new program wins with existing customers. See Note 9 – “Business Acquisitions” to the Condensed Consolidated Financial Statements for a discussion of our recent business acquisitions. The decreased sales levels related to mobility products for both the three months and six months ended February 29, 2008, as compared to the corresponding periods in the prior fiscal year, are largely due to reduced business levels with a major customer in that sector.

The following table sets forth, for the periods indicated, revenue by industry sector expressed as a percentage of net revenue. The distribution of revenue across our industry sectors has fluctuated, and will continue to fluctuate, as a result of numerous factors, including but not limited to the following: increased business from new and existing customers; fluctuations in customer demand; seasonality, especially in the automotive and consumer industry sectors; and growth in the automotive, consumer, and instrumentation and medical products industry sectors as more vertical companies are electing to outsource their production in these areas. As discussed above in the “Overview” section, on September 1, 2007, the Company reorganized the business into three separate divisions – Consumer Electronics, EMS and AMS. In conjunction with this reorganization, there have been certain reclassifications made within the reported sectors.

 

     Three months ended     Six months ended  
     February 29,
2008
    February 28,
2007
    February 29,
2008
    February 28,
2007
 

EMS

        

Automotive

   4 %   5 %   4 %   5 %

Computing and Storage

   13 %   12 %   12 %   12 %

Instrumentation and Medical

   18 %   19 %   17 %   18 %

Networking

   22 %   19 %   21 %   18 %

Telecommunications

   7 %   5 %   6 %   4 %

Other

   2 %   2 %   2 %   2 %
                        

Total EMS

   66 %   62 %   62 %   59 %
                        

Consumer Electronics

        

Display

   7 %   8 %   10 %   9 %

Mobility

   11 %   16 %   12 %   18 %

Peripherals

   11 %   9 %   11 %   9 %
                        

Total Consumer Electronics

   29 %   33 %   33 %   36 %
                        

AMS

   5 %   5 %   5 %   5 %
                        

Total

   100 %   100 %   100 %   100 %
                        

Foreign source revenue represented 79.2% and 80.6% of net revenue for the three months and six months ended February 29, 2008, respectively. This is compared to 76.7% and 78.4% of net revenue for the three months and six months ended February 28, 2007, respectively. We currently expect our foreign source revenue to remain relatively consistent as a percentage of net revenue over the course of the next twelve months.

Gross Profit. Gross profit increased to 6.1% and 6.7% of net revenue for the three months and six months ended February 29, 2008, respectively, from 5.8% and 5.9% of net revenue for the three months and six months ended February 28, 2007, respectively.

The percentage increase for the three months and six months ended February 29, 2008 versus the same period of fiscal year 2007 was primarily due to certain factors that decreased gross profit in the first and second quarters of fiscal year 2007, but have since been resolved. These factors that contributed to decreased gross profit in the first half of fiscal year 2007 included having a higher portion of materials-based revenue, driven in part by growth in our consumer sector. We were also experiencing some specific changes that were isolated to our consumer electronics sector, including manufacturing

 

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production for one of the weakest product areas with one of our largest customers. In addition, due to some inefficiency with our consumer electronics business model, we were moving to a more product development-based relationship with one customer and shifting to a more vertical solution that would integrate our Green Point services for another significant consumer. We were also experiencing poor returns in certain consumer areas and exited those business areas and targeted areas in the consumer sector that aligned well with our value proposition and the needs of our customers.

Selling, General and Administrative. Selling, general and administrative expenses for the three months and six months ended February 29, 2008 increased to $124.9 million (4.0% of net revenue) and $241.1 million (3.7% of net revenue), respectively, compared to $120.0 million (4.1% of net revenue) and $229.7 million (3.7% of net revenue) for the three months and six months ended February 28, 2007, respectively. The absolute dollar increase for the three months and six months ended February 29, 2008 was primarily due to increased costs in Eastern Europe and Asia to support our operational growth and expansion within those areas and incremental costs due to the acquisition of certain NSN manufacturing operations and the acquisition of Green Point.

During the six months ended February 29, 2008, these increases were partially off-set by the reversal of $5.9 million of stock-based compensation expense during the first quarter of fiscal year 2008 related to a change in estimate of the performance goals associated with certain restricted stock awards granted in fiscal year 2006. See Note 4 – “Stock-Based Compensation” to the Condensed Consolidated Financial Statements for further discussion.

Research and Development. Research and development expenses for the three months ended February 29, 2008 increased to $9.9 million (0.3% of net revenue) from $7.8 million (0.3% of net revenue) for the three months ended February 28, 2007. The increase is attributed primarily to an increased level of research and development projects to promote long-term growth in competency within several consumer sectors. Research and development expenses for the six months ended February 29, 2008 decreased slightly to $16.4 million (0.3% of net revenue) compared to $16.5 million (0.3% of net revenue) for the six months ended February 28, 2007. The decrease is attributed primarily to an increased level of customer-funded design projects, along with the repositioning of certain design resources to lower-cost regions.

Amortization of Intangibles. We recorded $9.7 million and $18.6 million of amortization of intangible assets for the three months and six months ended February 29, 2008, respectively, as compared to $6.1 million and $11.9 million for the three months and six months ended February 28, 2007. The increase was primarily attributable to additional amortization of intangible assets resulting from our acquisitions consummated during the past twelve months, including Green Point and certain manufacturing operations of NSN. For additional information regarding purchased intangibles, see Note 8 – “Goodwill and Other Intangible Assets” and Note 9 – “Business Acquisitions” to the Condensed Consolidated Financial Statements.

Restructuring and Impairment Charges. During the fourth quarter of fiscal year 2006, we initiated the 2006 Restructuring Plan to realign our manufacturing capacity in certain higher cost geographies and to properly size our manufacturing sites with perceived current market conditions. In conjunction with the 2006 Restructuring Plan, we charged an additional $41.8 million and $51.1 million of restructuring and impairment costs against earnings during the three months and six months ended February 29, 2008, respectively, compared to $1.0 million and $7.7 million for the three months and six months ended February 28, 2007, respectively. The restructuring and impairment costs for the three months ended February 29, 2008 include $40.9 million related to employee severance and benefits costs, $0.6 million related to lease commitments, $(0.1) million related to fixed asset impairments and $0.4 million related to other restructuring costs. The restructuring and impairment costs for the six months ended February 29, 2008 include $44.5 million related to employee severance and benefits costs, $6.2 million related to lease commitments, $(0.1) million related to fixed asset impairments and $0.5 million related to other restructuring costs. The restructuring and impairment costs for the three months ended February 28, 2007 include $0.3 million related to employee severance and benefits costs, $0.3 million related to lease commitments, $0.1 million related to fixed asset impairments and $0.3 million related to other restructuring costs. The restructuring and impairment costs for the six months ended February 28, 2007 include $7.7 million related to employee severance and benefits costs, $2.1 million related to lease commitments, $5.8 million related to fixed asset impairments and $0.4 million related to other restructuring costs, which was off-set by $8.3 million of proceeds received in connection with a facility closure.

The restructuring and impairment charges incurred through February 29, 2008 related to the 2006 Restructuring Plan of $205.4 million include cash costs totaling $156.8 million, of which $1.5 million was paid in the fourth quarter of fiscal year 2006, $64.8 million was paid in fiscal year 2007 and $30.2 million was paid in first and second fiscal quarters of 2008. The cash costs consist of employee severance and benefits costs of approximately $144.3 million, costs related to lease commitments of approximately $19.0 million and other restructuring costs of $1.8 million. These cash costs were off-set by approximately $8.3 million of cash proceeds received in connection with a facility closure. Non-cash costs of approximately $48.6 million primarily represent fixed asset impairment charges related to our restructuring activities.

 

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At February 29, 2008, liabilities of approximately $59.9 million related to the 2006 Restructuring Plan are expected to be paid out over the next twelve months. The remaining liability of $5.6 million relates primarily to the charge for certain lease commitments and employee severance and termination benefits payments and is expected to be paid primarily during fiscal years 2009 through 2011.

By the end of fiscal year 2008, as a result of the restructuring activities completed through February 29, 2008 related to the 2006 Restructuring Plan, we expect to avoid annual costs of approximately $145.7 million that would otherwise have been incurred if the restructuring activities had not been completed. The expected avoided annual costs consist of a reduction in employee related expenses of approximately $134.3 million, a reduction in depreciation expense associated with impaired fixed assets of approximately $8.5 million, and a reduction in rent expense associated with leased buildings that have been vacated of approximately $2.9 million. The majority of these annual cost savings will be reflected as a reduction in cost of revenue, with a small portion being reflected as a reduction in selling, general and administrative expense. These annual costs savings are expected to be offset by decreased revenues associated with certain products that are approaching the end-of-life stage; decreased revenues as a result of shifting production to plants located in lower cost regions where competitive environmental pressures require that we pass those cost savings onto our customers; and incremental employee related costs expected to be incurred by those plants to which the production will be shifted. After considering these cost savings offsets, we currently expect to begin to realize the full net annualized cost savings of approximately $30.0 million to $40.0 million during the second half of fiscal year 2009. For further discussion of the current restructuring program, see Note 7 – “Restructuring and Impairment Charges” to the Condensed Consolidated Financial Statements.

Other Expense . We recorded other expense of $3.3 million and $7.8 million for the three months and six months ended February 29, 2008, respectively, as compared to other expense of $4.0 million and $7.7 million for the three months and six months ended February 28, 2007, respectively. The decrease in other expense for the three months ended February 29, 2008 compared to the three months ended February 28, 2007, was primarily due to a decrease in the average amount outstanding of receivables sold under our securitization program. For further discussion of our accounts receivable securitization program, see Note 10 – “Accounts Receivable Securitization” to the Condensed Consolidated Financial Statements.

Interest Income. Interest income decreased to $3.2 million and $6.2 million for the three months and six months ended February 29, 2008, respectively, from $3.8 million and $6.3 million for the three months and six months ended February 28, 2007, respectively. The decrease was primarily due to a lower income generated on decreased levels of operating cash, cash deposits and cash equivalents and lower overall interest rates during the three months ended February 29, 2008.

Interest Expense. Interest expense increased to $23.7 million and $49.3 million for the three months and six months ended February 29, 2008, respectively, from $21.1 million and $32.6 million for the three months and six months ended February 28, 2007, respectively. The increase was primarily a result of increased levels of debt resulting from indebtedness incurred to finance the Green Point acquisition and increased borrowings to finance working capital needs.

Income Taxes. Income tax expense reflects an effective tax rate of (13.9)% and 25.7% for the three months and six months ended February 29, 2008, respectively, as compared to an effective rate of 9.9% and 13.5% for the three months and six months ended February 28, 2007, respectively. The tax rate is predominantly a function of the mix of tax rates in the various jurisdictions in which we do business. Most of our international operations have historically been taxed at a lower rate than in the U.S., primarily due to tax incentives, including tax holidays, granted to our sites in Malaysia, China, Brazil, Poland, Hungary and India that expire at various dates through 2017. Such tax holidays are subject to conditions with which we expect to continue to comply.

Acquisitions and Expansion

We have made a number of acquisitions that were accounted for using the purchase method of accounting. Our consolidated financial statements include the operating results of each business from the date of acquisition. See “Risk Factors – We may not achieve expected profitability from our acquisitions.” For further discussion of our recent and planned acquisitions, see Note 9 – “Business Acquisitions” to the Condensed Consolidated Financial Statements.

We have substantially completed construction in our new manufacturing facilities in Uzhgorod, Ukraine in the first quarter of fiscal year 2008 and in Huangpu, China in the second quarter of fiscal year 2008. We have also substantially completed construction of an additional facility in Chennai, India and expect to commence operations in this facility during the third quarter of fiscal year 2008. We began construction on an expansion to our existing facilities in Kwidzyn, Poland and Pune, India and expect the construction to be substantially complete by the third and fourth quarter of fiscal year 2008, respectively. We are expecting to begin expansion to an existing facility in Penang, Malaysia in the third quarter of fiscal year 2008 and expect the construction to be substantially complete by the first quarter of fiscal year 2009.

 

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As discussed in Note 9 – “Business Acquisitions” to the Condensed Consolidated Financial Statements, we entered into a merger agreement on November 22, 2006 with Green Point, pursuant to which Green Point agreed to merge with and into an existing Jabil entity in Taiwan. The legal merger was effective on April 24, 2007. The legal merger was primarily achieved through a tender offer that we made to acquire 100% of the outstanding shares of Green Point for 109.0 New Taiwan dollars per share. The tender offer was launched on November 23, 2006 and remained open for a period of 50 days. During the tender offer period, we acquired approximately 260.9 million shares, representing 97.6% of the outstanding shares of Green Point. On January 16, 2007, we paid cash in the amount of approximately $870.7 million (in U.S. dollars) to acquire the tendered shares. Subsequent to the completion of the tender offer and prior to the completion of the acquisition, we acquired approximately 2.1 million Green Point shares in block trades for a price of 109.0 New Taiwan dollars per share (or an approximate total of $7.0 million in U.S. dollars). On April 24, 2007, pursuant to the November 22, 2006 merger agreement, we acquired the approximately 4.1 million remaining outstanding Green Point shares that were not tendered during the tender offer period, for 109.0 New Taiwan dollars per share (or an approximate total of $13.3 million in U.S. dollars). In total, we paid a total cash amount of approximately $891.0 million in U.S. dollars to complete the merger with Green Point. To fund the acquisition, we entered into a $1.0 billion, 364-day senior unsecured bridge loan facility with a syndicate of banks on December 21, 2006. See Note 9 – “Business Acquisitions” included in our Condensed Consolidated Financial Statements for further discussion. The financial results of Green Point were included in our Consolidated Financial Statements beginning on January 16, 2007. We recorded a minority interest in our Consolidated Financial Statements from January 16, 2007 through April 24, 2007 related to the remaining 2.4% of Green Point outstanding shares that were acquired on April 24, 2007.

On October 17, 2007, one of our Italian subsidiaries entered into an agreement to acquire certain manufacturing operations of NSN. The acquired manufacturing operations relate to two of NSN’s existing facilities in Cassina de Pecchi and Marcianise, Italy. The agreement, which was effective November 1, 2007, includes the purchase of certain assets, including machinery, equipment and inventory, and the assumption of certain employee related liabilities. The parties also entered into a manufacturing agreement, pursuant to which we will continue to build products that are currently manufactured at these facilities. We acquired these manufacturing operations to enhance our global standing as a leading provider of telecommunications infrastructure hardware. See Note 9 – “Business Acquisitions” included in our Condensed Consolidated Financial Statements for further discussion.

Seasonality

Production levels for our consumer division and the automotive industry sector of our EMS division are subject to seasonal influences. We may realize greater net revenue during our first fiscal quarter due to high demand for consumer products during the holiday selling season. Therefore, quarterly results should not be relied upon as necessarily indicative of results for the entire fiscal year.

Dividends

The following table sets forth certain information relating to our cash dividends paid or declared to common stockholders during fiscal years 2007 and 2008.

 

Dividend Information

       Dividend
declaration date
   Dividend
per share
   Total of cash
dividends

declared
   Date of record for
dividend payment
   Dividend cash
payment date
     (in thousands, except for per share data)

Fiscal year 2007:

   November 2, 2006    $ 0.07    $ 14,378    November 15, 2006    December 1, 2006
   January 22, 2007    $ 0.07    $ 14,414    February 15, 2007    March 1, 2007
   April 30, 2007    $ 0.07    $ 14,517    May 15, 2007    June 1, 2007
   August 2, 2007    $ 0.07    $ 14,559    August 15, 2007    September 4, 2007

Fiscal year 2008:

   November 1, 2007    $ 0.07    $ 14,667    November 15, 2007    December 3, 2007
   January 17, 2008    $ 0.07    $ 14,704    February 15, 2008    March 3, 2008

We currently expect to continue to declare and pay quarterly dividends of an amount similar to our past declarations. However, the declaration and payment of future dividends are discretionary and will be subject to determination by our Board of Directors each quarter following its review of our financial performance.

 

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Liquidity and Capital Resources

At February 29, 2008, our principal sources of liquidity consisted of cash, available borrowings under our credit facilities and the accounts receivable securitization program. The following table sets forth, for the periods indicated, selected consolidated cash flow information (in thousands).

 

     Six months ended  
     February 29,
2008
    February 28,
2007
 

Net cash provided by (used in) operating activities

   $ 272,808     $ (252,564 )

Net cash used in investing activities

     (203,721 )     (861,903 )

Net cash (used in) provided by financing activities

     (146,247 )     875,539  

Effect of exchange rate changes on cash

     (55,096 )     20,052  
                

Net decrease in cash and cash equivalents

   $ (132,256 )   $ (218,876 )
                

Net cash provided by operating activities for the six months ended February 29, 2008 was $272.8 million. This consisted primarily of $134.5 million of non-cash depreciation and amortization expense, a $127.8 million decrease in accounts receivable, $51.1 million of non-cash restructuring charges, $38.0 million of net income, a $23.1 million decrease in prepaid expenses and other current assets, a $20.8 million decrease in inventories, and $20.1 million of non-cash stock-based compensation expense, offset by a $115.8 million decrease in accounts payable and accrued expenses and $49.9 million in deferred income taxes. The decrease in accounts receivable was primarily due to increased collections during the period. Inventory levels decreased during the six months ended February 29, 2008 primarily due to increased sales during this period. The decrease in accounts payable and accrued expenses was due primarily to the timing of purchases in the first six months of fiscal year 2008.

Net cash used in investing activities for the six months ended February 29, 2008 was $203.7 million. This consisted primarily of our capital expenditures of $149.3 million for manufacturing and computer equipment to support our ongoing business across all segments and for expansion activities in China, Eastern Europe and India; and $57.6 million for additional cash payments related to business acquisitions that have been consummated within twelve months, which primarily relates to the acquisition of certain manufacturing operations of NSN. These expenditures were offset by $3.2 million of proceeds from the sale of property and equipment.

Net cash used in financing activities for the six months ended February 29, 2008 was $146.2 million. This resulted from approximately $2.3 billion of proceeds from borrowings under debt agreements, which primarily included $1.8 billion of borrowings under the Credit Facility, $250.0 million of proceeds from the 8.250% Notes, and $188.1 million of borrowings under our short-term Indian working capital facility. In addition we obtained proceeds of $8.0 million upon the issuance of common stock under option plans and employee stock purchase plans. This was offset by approximately $2.4 billion of payments toward debt agreements during the six months ended February 29, 2008, which primarily included $1.8 billion toward repayment of borrowings under the Credit Facility, $400.0 million toward repayment of borrowings under the Bridge Facility, and $158.5 million toward repayment of borrowings under our short-term Indian working capital facility. In addition we paid $29.2 million of dividends to stockholders during the six months ended February 29, 2008.

We may need to finance future growth and any corresponding working capital needs with additional borrowings under our revolving credit facilities described below, as well as additional public and private offerings of our debt and equity. During the first quarter of fiscal year 1999, we filed a $750.0 million “shelf” registration statement with the SEC registering the potential sale of debt and equity securities in the future, from time-to-time, to augment our liquidity and capital resources. In June 2000, we sold 13.0 million shares of our common stock pursuant to our “shelf” registration statement, which generated net proceeds of $525.4 million. In August 2000, we increased the amount of securities available to be issued under a shelf registration statement to $1.5 billion.

Approximately $855.0 million of securities remain registered with the SEC under our shelf registration statement at February 29, 2008. The Securities Act of 1933 (the “Act”) Offering Reform, which was effective on December 1, 2005, has significantly modified the registration and offering process under the Act. Based on the new registration and offering regime, we may file a new “shelf” registration statement to replace the existing “shelf.” Under the new rules, we anticipate that once we have timely filed all periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for one year from the date we became current on those filings, we will be classified as a “well-known seasoned issuer,” thereby allowing us to take advantage of the simplified registration procedures. At this time, we are still evaluating whether to file a new “shelf” registration statement.

 

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As a result of our delayed filing of Form 10-K for the fiscal year ended August 31, 2006, as well as the delayed filing of our Forms 10-Q for the periods ended November 30, 2006 and February 28, 2007, we will be ineligible to register our securities on Form S-3 for sale of our securities by us or resale by others until twelve full calendar months have passed during which we have not failed to timely file any of our periodic reports under the Exchange Act. Accordingly, until May 1, 2008 (assuming we timely file all such reports), we would have to use a Form S-1 registration statement to raise capital or complete acquisitions, which could increase transaction costs and adversely impact our ability to raise capital or complete acquisitions of other companies in a timely manner.

During the second quarter of fiscal year 2004, we entered into an asset-backed securitization program with a bank, which originally provided for net cash proceeds at any one time of an amount up to $100.0 million on the sale of eligible accounts receivable of certain domestic operations. Subsequent to fiscal year 2004, several amendments have increased the net cash proceeds available at any one time under the securitization program up to an amount of $325.0 million. In addition, during the second quarter of fiscal year 2008 an amendment to the agreement was entered into to extend the securitization program to March 21, 2008. See Note 15 – “Subsequent Events” included in our Condensed Consolidated Financial Statements for further discussion of the asset-backed securitization program. Under this agreement, we continuously sell a designated pool of trade accounts receivable to a wholly-owned subsidiary, which in turn sells an ownership interest in the receivables to a conduit, administered by an unaffiliated financial institution. This wholly-owned subsidiary is a separate bankruptcy-remote entity and its assets would be available first to satisfy the claims of the conduit. As the receivables sold are collected, we are able to sell additional receivables up to the maximum permitted amount under the program. The securitization program requires compliance with several financial covenants including an interest coverage ratio and debt to EBITDA ratio, as defined in the securitization agreements, as amended. For each pool of eligible receivables sold to the conduit, we retain a percentage interest in the face value of the receivables, which is calculated based on the terms of the agreement. Net receivables sold under this program are excluded from accounts receivable on the Condensed Consolidated Balance Sheet and are reflected as cash provided by operating activities on the Condensed Consolidated Statement of Cash Flows. We continue to service, administer and collect the receivables sold under this program. We pay facility fees of 0.15% per annum of 102% of the average purchase limit and program fees of up to 0.15% of outstanding amounts. The investors and the securitization conduit have no recourse to our assets for failure of debtors to pay when due. As of February 29, 2008, we had sold $352.1 million of eligible accounts receivable, which represents the face amount of total outstanding receivables at that date. In exchange, we received cash proceeds of $264.1 million and retained an interest in the receivables of approximately $88.0 million. In connection with the securitization program, we recognized pretax losses on the sale of receivables of approximately $3.3 million and $7.8 million during the three months and six months ended February 29, 2008, respectively, and $4.0 million and $7.7 million during the three months and six months ended February 28, 2007, respectively, which are recorded as other expense on the Condensed Consolidated Statement of Earnings.

During the first quarter of fiscal year 2005, we entered into an agreement with an unrelated third-party for the factoring of specific accounts receivable of a foreign subsidiary. Under the terms of the factoring agreement, we transfer ownership of eligible accounts receivable without recourse to the third-party purchaser in exchange for cash. Proceeds on the transfer reflect the face value of the account less a discount. The discount is recorded as a loss on the Condensed Consolidated Statement of Earnings in the period of the sale. The factoring agreement expired in October 2007 and was extended for a six month period. The receivables sold pursuant to this factoring agreement are excluded from accounts receivable on the Condensed Consolidated Balance Sheet and are reflected as cash provided by operating activities on the Condensed Consolidated Statement of Cash Flows. We continue to service, administer and collect the receivables sold under this program. The third-party purchaser has no recourse to our assets for failure of debtors to pay when due. At February 29, 2008, we had sold $14.9 million of accounts receivable, which represents the face amount of total outstanding receivables at that date. In exchange, we received cash proceeds of $14.9 million. The accounts receivable sold under this factoring agreement and the resulting loss on the sale were insignificant for the three months and six months ended February 29, 2008 and February 28, 2007.

On April 7, 2008, we entered into an asset-backed securitization program with a bank conduit. In connection with the securitization program certain of our foreign subsidiaries sell, on an ongoing basis, an undivided interest in designated pools of trade accounts receivable to a special purpose entity, which in turn borrows up to $200.0 million from the bank conduit to purchase those receivables and in which it grants security interests as collateral for the borrowings. The securitization program is accounted for as a borrowing under SFAS 140. The loan balance is calculated based on the terms of the securitization program agreements. The securitization program requires compliance with several covenants including a limitation on certain corporate actions such as mergers, consolidations and sale of substantially all assets. We pay interest at designated commercial paper rates plus a spread. The securitization program expires on April 6, 2009.

Notes payable, long-term debt and long-term lease obligations outstanding at February 29, 2008 and August 31, 2007 are summarized below (in thousands).

 

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     February 29,
2008
   August 31,
2007

5.875% Senior Notes due 2010 (a)

   $ 297,706    $ 297,215

8.250% Senior Notes due 2018 (b)

     250,000      —  

Short-term factoring debt (c)

     1,416      8,440

Borrowings under short-term credit facilities (d)

     83,133      42,421

Borrowings under loans (e)

     441,587      446,663

Borrowings under unsecured bridge credit agreement (f)

     —        400,000

Financing obligation related to sale-leaseback transaction (g)

     5,105      5,285

Green Point debt obligations (h)

     62,753      62,140

Miscellaneous borrowings

     23      29
             

Total notes payable, long-term debt and long-term lease obligations

   $ 1,141,723    $ 1,262,193

Less current installments of notes payable, long-term debt and long-term lease obligations

     142,726      501,716
             

Notes payable, long-term debt and long-term lease obligations, less current installments

   $ 998,997    $ 760,477
             

 

(a) In July 2003, we issued a total of $300.0 million, seven-year, 5.875% Senior Notes (the “5.875% Senior Notes”) at 99.803% of par, resulting in net proceeds of approximately $297.2 million. The 5.875% Senior Notes were offered pursuant to our “shelf” registration statement. The 5.875% Senior Notes mature on July 15, 2010 and pay interest semiannually on January 15 and July 15. We are subject to covenants such as: limitation upon our consolidation, merger or sale; limitation upon our liens; limitation upon our sales and leasebacks; limitation upon our subsidiaries’ funded debt; limitation on guarantees given by our subsidiaries for our indebtedness; our corporate existence; reports; and compliance and notice requirements.

In July 2003, we entered into an interest rate swap transaction to effectively convert the fixed interest rate of our 5.875% Senior Notes to a variable rate. The swap, which was to expire in 2010, was accounted for as a fair value hedge under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Certain Hedging Activities (“SFAS 133”). The notional amount of the swap was $300.0 million, which is related to the 5.875% Senior Notes. Under the terms of the swap, we paid an interest rate equal to the six-month London Interbank Offered Rate (“LIBOR”) set in arrears, plus a fixed spread of 1.945%. In exchange, we received a fixed rate of 5.875%. The swap transaction qualified for the shortcut method of recognition under SFAS 133, therefore no portion of the swap was treated as ineffective. The interest rate swap was terminated on June 3, 2005. The fair value of the interest rate swap of $4.5 million was recorded in long-term liabilities, with the corresponding offset recorded as a decrease to the carrying value of the 5.875% Senior Notes, on the Condensed Consolidated Balance Sheet at the termination date. In addition, we had recorded $0.4 million of interest receivable from the issuing bank as of the termination date. Upon termination, we made a net $4.1 million cash payment to the issuing bank to derecognize the interest rate swap and the accrued interest. The $4.5 million decrease to the carrying value of the 5.875% Senior Notes on the Condensed Consolidated Balance Sheet will be amortized to operations through interest expense over the remaining term of the debt.

 

(b) On January 16, 2008, we completed our offering of $250.0 million in aggregate principal amount of 8.250% senior unsecured notes due March 15, 2018 (the “8.250% Notes”). The 8.250% Notes were issued pursuant to an Indenture dated as of January 16, 2008, by and between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”), as supplemented by the Officers’ Certificate dated January 16, 2008, that was delivered by certain of our officers pursuant to Sections 1.2, 3.1 and 3.3 of the Indenture (the “Officers’ Certificate”).

The 8.250% Notes will mature on March 15, 2018. Interest on the 8.250% Notes will be payable on March 15 and September 15 of each year, beginning on September 15, 2008. The interest rate payable on the 8.250% Notes is subject to adjustment from time to time if the credit ratings assigned to the 8.250% Notes increase or decrease, as provided in the 8.250% Notes. The 8.250% Notes are our senior unsecured obligations and rank equally with all other existing and future senior unsecured debt obligations.

The Indenture contains certain covenants, including, but not limited to, covenants limiting our ability and/or our subsidiaries’ ability to: create certain liens; enter into sale and leaseback transactions; create, incur, issue, assume or guarantee any funded debt (applicable only to our “restricted subsidiaries”); guarantee any of our indebtedness (applicable only to our subsidiaries); and consolidate or merge with, or convey, transfer or lease all or substantially all of our assets to another person. The Indenture also contains a covenant regarding our repurchase of the 8.250% Notes upon a “change of control repurchase event.”

 

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During the fourth quarter of fiscal year 2007, we entered into forward interest rate swap transactions to hedge the fixed interest rate payments for an anticipated debt issuance. The swaps are accounted for as a cash flow hedge under SFAS 133. The notional amount of the swaps was $400.0 million. Concurrently with the pricing of the 8.250% Senior Notes, we settled $250.0 million of the swaps by our payment of $27.5 million. The remaining $150.0 million of swaps were also settled during the second quarter of fiscal year 2008 by our payment of $15.6 million. As a result, we settled the amount recognized as a current liability on our Condensed Consolidated Balance Sheet. We also recorded $0.7 million in interest expense (as ineffectiveness) in the Condensed Consolidated Statement of Earnings during the three months ended February 29, 2008, with the remainder recorded in accumulated other comprehensive income, net of taxes, in our Condensed Consolidated Balance Sheet. If we determine that the remainder of the debt that was contemplated to be issued at the time of entering into the interest rate swap is probable not to occur or if we issue debt with terms different than those terms hedged, all or a portion of the $14.2 million accounted for in accumulated comprehensive income as of February 28, 2008 will be charged as an expense in the Condensed Consolidated Statement of Earnings.

 

(c) During the fourth quarter of fiscal year 2007, we entered into an agreement with an unrelated third party (the “Purchaser”) for the factoring of specific accounts receivable of a foreign subsidiary. The factoring of accounts receivable under this agreement does not meet the criteria for recognition as a sale in accordance with SFAS 140. Under the terms of the agreement, we transfer ownership of eligible accounts receivable to the Purchaser in exchange for cash, however, as the transaction does not qualify as a sale, the relating accounts receivable are included in our Condensed Consolidated Balance Sheet until the cash is received by the Purchaser from our customer for the accounts receivable. Accordingly, we have a liability of $1.4 million recorded on our Condensed Consolidated Balance Sheet at February 29, 2008 related to cash that we have received from the Purchaser for specific accounts receivable, but for which our customer has not remitted payment yet.

 

(d) Various of our foreign subsidiaries have entered into several revolving credit facilities to finance their future growth and any corresponding working capital needs. These credit facilities are denominated in various foreign currencies, including Indian rupees and Japanese yen, as well as U.S. dollars. At February 29, 2008, these credit facilities incur interest at both fixed and variable rates ranging from 1.6% and 11.1% and range in outstanding amounts from $0.2 million to $24.9 million.

 

(e) During the second quarter of fiscal year 2007, we entered into a three year loan agreement to borrow, $20.3 million from a software vendor in connection with various software licenses that we purchased from them. The software licenses were capitalized and are being amortized over a three-year period. The loan agreement is non-interest bearing and payments are due quarterly through October 2009. At February 29, 2008, $11.9 million is outstanding under this loan agreement.

During the third quarter of fiscal year 2005, we negotiated a five-year, 400.0 million Indian rupee construction loan for an Indian subsidiary with an Indian branch of a global bank. Under the terms of the loan, we pay interest on outstanding borrowings based on a fixed rate of 7.45%. The construction loan expires on April 15, 2010 and all outstanding borrowings are then due and payable. The 400.0 million Indian rupee principal outstanding is equivalent to approximately $10.0 million based on currency exchange rates at February 29, 2008.

During the third quarter of fiscal year 2005, we negotiated a five-year, 25.0 million Euro construction loan for a Hungarian subsidiary with a Hungarian branch of a global bank. Under the terms of the loan facility, we pay interest on outstanding borrowings based on the Euro Interbank Offered Rate plus a spread of 0.925%. Quarterly principal repayments began in September 2006 to repay the amount of proceeds drawn under the construction loan. The construction loan expires on April 13, 2010. At February 29, 2008, borrowings of 13.0 million Euros (approximately $19.7 million based on currency exchange rates at February 29, 2008) were outstanding under the construction loan.

During the fourth quarter of fiscal year 2007, we entered into the five year revolving Credit Facility. This agreement provides for a revolving credit portion in the initial amount of $800.0 million, subject to potential increases up to $1.0 billion, and provides for a term portion in the amount of $400.0 million. Some or all of the lenders under the 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, 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 Credit Facility held positions as agent and/or lender under our old revolving credit facility and the Bridge Facility. The revolving credit portion of the Credit Facility terminates on July 19, 2012, and the term loan portion of the Credit Facility requires payments of principal in annual installments of $20.0 million each, with a final payment of the remaining principal due on July 19, 2012. Interest and fees on Credit Facility advances are based on our unsecured long-term indebtedness rating as determined by S&P and Moody’s. Interest is charged at a rate equal to either 0% to

 

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0.75% above the base rate or 0.375% to 1.75% above the Eurocurrency rate, where the base rate represents the greater of Citibank, N.A.’s prime rate or 0.50% above the federal funds rate, and the Eurocurrency rate represents the applicable London Interbank Offered Rate, each as more fully defined in this credit agreement. Fees include a facility fee based on the revolving credit commitments of the lenders, a letter of credit fee based on the amount of outstanding letters of credit, and a utilization fee to be added to the revolving credit interest rate and any letter of credit fee during any period when the aggregate amount of outstanding advances and letters of credit exceeds 50% of the total revolving credit commitments of the lenders. Based on our current senior unsecured long-term indebtedness rating as determined by S&P and Moody’s, the current rate of interest (including the applicable facility and utilization fee) on a full draw under the revolving credit would be 0.275% above the base rate or 0.875% above the Eurocurrency rate, and the current rate of interest on the term portion would be the base rate or 0.875% above the Eurocurrency rate. 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, Debt and loss on sales of accounts receivables pursuant to our securitization program. 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 second quarter of fiscal year 2008, we borrowed $1.3 billion against the revolving credit portion of the Credit Facility. These borrowings were repaid in full during the second quarter. A draw in the amount of $400.0 million has been made under the term portion of the Credit Facility and remains outstanding at February 29, 2008.

 

(f) During the second quarter of fiscal year 2007, we entered into a $1.0 billion Bridge Facility. Of the Bridge Facility, $900.0 million was designated for use by us as a one-time borrowing (which may be paid down in increments) to finance the tender offer for and merger with Green Point and to pay related costs and expenses. The remaining $100.0 million of the Bridge Facility which is now terminated was a revolving facility to be used for our general corporate purposes. Interest and fees on the Bridge Facility advances were based on our unsecured long-term indebtedness rating as determined by S&P and Moody’s. Prior to the amendment of the Bridge Facility as described below, interest was charged at either a rate equal to 0% to 0.75% above the base rate or a rate equal to 0.55% to 1.75% above the Eurocurrency rate, where the base rate represented the greater of Citibank, N.A.’s prime rate or 0.50% plus the federal funds rate, and the Eurocurrency rate represented the applicable LIBOR, each as more fully defined in the Bridge Facility. Prior to the amendment of the Bridge Facility as described below, the applicable margin for the base rate and the Eurocurrency rate could be increased by 0.25% or 0.50% per annum, depending on the length of time that the Bridge Facility remained outstanding. Fees included unused commitment fees based on the amount of each lender’s commitment minus the principal amount of any outstanding advances made by the lender. Prior to the amendment of the Bridge Facility as described below, based on our unsecured long-term indebtedness rating as determined by S&P and Moody’s, the rate of interest on a full Eurocurrency rate draw (including the step-up) would have been 0.50% above the base rate or 1.25% above the Eurocurrency rate, as defined above. The Bridge Facility required compliance with several financial covenants, including an indebtedness to EBITDA ratio and an interest coverage ratio, as defined by the Bridge Facility. We were subject to the following financial covenants: (1) a maximum ratio of (a) Debt (as defined in the Bridge Facility) to (b) Consolidated EBITDA (as defined in the Bridge Facility) and (2) a minimum ratio of (a) Consolidated EBITDA to (b) interest payable on and amortization of debt discount in respect of Debt, and loss on sale of accounts receivable incurred under the Company’s asset-backed securitization program. In addition, we were 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. On December 20, 2007, we amended (the “Amendment”) our Bridge Facility. As a result of the Amendment, (1) the termination date of the Bridge Facility was extended from December 20, 2007 to June 17, 2008, (2) the Bridge Facility was converted to a $200.0 million revolving credit facility that was available only if the Company had fully drawn on the revolving credit portion of the Credit Facility and (3) as described below, certain other portions of the Bridge Facility were also amended (the Bridge Facility, as so amended, shall be referred to herein as the “Amended Bridge Facility”).

The Amendment specified that the proceeds of the revolving credit advances under the Amended Bridge Facility were to be used for our general corporate purposes and for those of our subsidiaries. Pursuant to the Amendment, interest and fees on advances under the Amended Bridge Facility continued to be based on our unsecured long-term indebtedness rating as determined by S&P and Moody’s. The interest rate was increased, such that interest was charged at either a rate equal to 0.3% to 1.5% above the base rate or a rate equal to 1.3% to 2.5% above the Eurocurrency rate, where the base

 

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rate represented the greater of Citibank, N.A.’s prime rate or 0.5% plus the federal funds rate, and the Eurocurrency rate represented the applicable London Interbank Offered Rate (“LIBOR”), each as more fully defined in the Amended Bridge Facility. The applicable interest rate, whether based on the base rate or the Eurocurrency rate, was to have been increased by 0.25% on and after March 20, 2008. Fees included extension fees payable on March 20, 2008 and unused commitment fees based on the amount of the lenders’ commitments minus the principal amounts of any outstanding advances made by the lenders. Based on the Company’s unsecured long-term indebtedness rating as determined by S&P and Moody’s at the date of termination of the Amended Bridge Facility, the then current rate of interest (excluding the unused commitment fees and other fees) on a base rate draw would have been 0.5% above the base rate or on a Eurocurrency rate draw 1.5% above the Eurocurrency rate, as defined above.

On February 13, 2008, the Amended Bridge Facility was terminated.

 

(g) During the third quarter of fiscal year 2006, we entered into a sale-leaseback transaction involving our facility in Ayr, Scotland. We continue to occupy the facility through a three-year leasing arrangement with the third-party purchaser, which requires quarterly lease payments of 62.5 thousand pounds sterling (approximately $124.0 thousand based on currency exchange rates at February 29, 2008). We received cash proceeds of approximately 2.8 million pounds sterling (approximately $4.8 million based on currency exchange rates on the date of the transaction) and retained a right to receive additional consideration upon resale of the facility at a later date. Due primarily to our continuing involvement in the property, we were precluded from recording the transaction as a sale under U.S. GAAP. Accordingly, as required by relevant accounting standards, the cash proceeds were recorded as a financing obligation. A portion of the quarterly lease payments are recorded as interest expense, based on an effective yield of 5.875%, and the remainder is recorded as a reduction of the financing obligation. At February 29, 2008, the balance of the financing obligation is approximately 2.6 million pounds sterling (approximately $5.1 million based on currency exchange rates at February 29, 2008).

 

(h) Through the acquisition of Green Point we assumed certain liabilities, including short and long term debt obligations totaling approximately $102.2 million at the date of acquisition. At February 29, 2008 approximately $2.8 million of debt is outstanding under these short term facilities, with current interest rates ranging from 1.9% to 2.7%. The long term debt obligations include mortgage and credit facilities with various banks in Taiwan and China. The long term facilities are denominated in U.S. dollars and New Taiwan dollars, and incur interest at both fixed rates and rates that fluctuate based upon changes in various base interest rates. At February 29, 2008, approximately $60.0 million of debt is outstanding under the long term facilities, with current interest rates ranging from 1.0% to 3.5%. Approximately $14.8 million of this total is due and payable within 12 months and is classified as short term on the Condensed Consolidated Balance Sheet. The remaining $45.2 million will mature at various dates through July 2012 and is classified as long term on the Condensed Consolidated Balance Sheet.

Due to the delay in filing our Form 10-K for the fiscal year ended August 31, 2006 and Form 10-Q for the periods ended November 30, 2006 and February 28, 2007 we obtained all of the necessary covenant waivers for all material debt instruments that we entered into. As a result of filing our Annual Report on Form 10-K for the fiscal year ended August 31, 2006, as well as the filing of our Forms 10-Q for the fiscal quarters ended November 30, 2006 and February 28, 2007 we were in compliance with all covenants as of February 29, 2008.

At February 29, 2008, our principal sources of liquidity consisted of cash, available borrowings under our credit facilities and our accounts receivable securitization program.

Our working capital requirements and capital expenditures could continue to increase in order to support future expansions of our operations through construction of greenfield operations or acquisitions. It is possible that future expansions may be significant and may require the payment of cash. Future liquidity needs will also depend on fluctuations in levels of inventory and shipments, changes in customer order volumes and timing of expenditures for new equipment.

We currently anticipate that during the next twelve months, our capital expenditures will be in the range of $250.0 million to $300.0 million, principally for machinery and equipment across all segments, expansion of existing manufacturing sites and the completion of new manufacturing sites in Eastern Europe, Asia and India and for information technology infrastructure upgrades. We believe that our level of resources, which include cash on hand, available borrowings under our revolving credit facilities, additional proceeds available under our accounts receivable securitization program and funds provided by operations, will be adequate to fund these capital expenditures, the payment of any declared quarterly dividends, payments for current and future restructuring activities, and our working capital requirements for the next twelve months.

Should we desire to consummate significant additional acquisition opportunities or undertake significant additional expansion activities, our capital needs would increase and could possibly result in our need to increase available borrowings under our revolving credit facilities or access public or private debt and equity markets. There can be no assurance, however, that we would be successful in raising additional debt or equity on terms that we would consider acceptable.

 

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Our contractual obligations for short and long-term debt arrangements, future interest on notes payable and long-term debt, future minimum lease payments under non-cancelable operating lease arrangements and estimated future benefit plan payments as of February 29, 2008 are summarized below. We do not participate in, or secure financing for any unconsolidated limited purpose entities. We generally do not enter into non-cancelable purchase orders for materials until we receive a corresponding purchase commitment from our customer. Non-cancelable purchase orders do not typically extend beyond the normal lead time of several weeks at most. Purchase orders beyond this time frame are typically cancelable.

 

     Payments due by period (in thousands)
     Total    Less than 1
year
   1-3 years    4-5 years    After 5
years

Contractual Obligations

              

Notes payable, long-term debt and long-term lease obligations

   $ 1,141,723    $ 142,726    $ 397,051    $ 351,946    $ 250,000

Future interest on notes payable and long-term debt

     352,354      62,484      112,436      72,017      105,417

Operating lease obligations

     193,003      49,173      60,539      35,970      47,321

Estimated future benefit plan payments

     70,954      5,524      12,707      14,745      37,978
                                  

Total contractual cash obligations

   $ 1,758,034    $ 259,907    $ 582,733    $ 474,678    $ 440,716
                                  

As of February 29, 2008, the noncurrent portion of our income tax liability related to FIN 48 is $70.2 million. We will include such liabilities in our “Contractual Obligations” table in our Annual Report on Form 10-K for the year ended August 31, 2008. Refer to Note 13 – “Income Taxes” to the Condensed Consolidated Financial Statements for further discussion.

 

Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risks

We transact business in various foreign countries and are, therefore, subject to risk of foreign currency exchange rate fluctuations. We enter into forward contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable and fixed purchase obligations denominated in a currency other than the functional currency of the respective operating entity. All derivative instruments are recorded on the Condensed Consolidated Balance Sheet at their respective fair market values in accordance with SFAS 133. We have elected not to prepare and maintain the documentation required for the transaction to qualify as an accounting hedge and, therefore, changes in fair value are recorded in the Condensed Consolidated Statement of Earnings.

The aggregate notional amount of outstanding contracts at February 29, 2008 was $1.5 billion. The fair value of these contracts amounted to a $7.7 million asset recorded in prepaid and other current assets and a $39.7 million liability recorded in accrued expenses on the Condensed Consolidated Balance Sheet. The forward contracts will generally expire in less than four months, with five months being the maximum term of the contracts outstanding at February 29, 2008. The forward contracts are denominated in Brazilian real, British pounds, Chinese yuan renminbi, Euro dollars, Hungarian forints, Japanese yen, Malaysian ringgits, Mexican pesos, Singapore dollars, Swedish krona, Taiwanese dollars and U.S. dollars.

Interest Rate Risk

A portion of our exposure to market risk for changes in interest rates relates to our domestic investment portfolio. We do not use derivative financial instruments in our investment portfolio. We place cash and cash equivalents with various major financial institutions. We protect our invested principal funds by limiting default risk, market risk and reinvestment risk. We mitigate default risk by generally investing in investment grade securities and by frequently positioning the portfolio to try to respond appropriately to a reduction in credit rating of any investment issuer, guarantor or depository to levels below the credit ratings dictated by our investment policy. The portfolio typically includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity. At February 29, 2008, we had no outstanding investments.

We pay interest on several of our outstanding borrowings at interest rates that fluctuate based upon changes in various base interest rates. There were $453.7 million in borrowings outstanding under these revolving credit facilities at February 29, 2008.

We pay interest on outstanding borrowings under our 25.0 million Euro loan agreement for a Hungarian subsidiary at interest rates that fluctuate based upon changes in various base interest rates. There were borrowings of 13.0 million Euros (approximately $19.7 million based on currency exchange rates at February 29, 2008) outstanding under this loan agreement at February 29, 2008.

 

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We pay interest on outstanding borrowings we assumed as a result of the Green Point acquisition at both fixed and variable rates. At February 29, 2008, approximately $2.8 million of debt was outstanding under short term facilities, with current interest rates ranging from 1.9% to 2.7%. At February 29, 2008, approximately $60.0 million of debt was outstanding under long term facilities, with current interest rates ranging from 1.0% to 3.5%.

During the fourth quarter of fiscal year 2007, we entered into forward interest rate swap transactions to hedge the fixed interest rate payments for an anticipated debt issuance. The swaps are accounted for as a cash flow hedge under SFAS 133. The notional amount of the swaps was $400.0 million. Concurrently with the pricing of the 8.250% Senior Notes, we settled $250.0 million of the swaps by our payment of $27.5 million. The remaining $150.0 million of swaps were also settled during the second quarter of fiscal year 2008 by our payment of $15.6 million. As a result, we settled the amount recognized as a current liability on our Condensed Consolidated Balance Sheet. We also recorded $0.7 million in interest expense (as ineffectiveness) in the Condensed Consolidated Statement of Earnings during the three months ended February 29, 2008, with the remainder recorded in accumulated other comprehensive income, net of taxes, in our Condensed Consolidated Balance Sheet. If we determine that the remainder of the debt that was contemplated to be issued at the time of entering into the interest rate swap is probable not to occur or if we issue debt with terms different than those terms hedged, all or a portion of the $14.2 million accounted for in accumulated comprehensive income as of February 28, 2008 will be charged as an expense in the Condensed Consolidated Statement of Earnings.

 

Item 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act (the “Evaluation”), under the supervision and with the participation of our President and Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act (“Disclosure Controls”) as of February 29, 2008. Based on the Evaluation, our CEO and CFO concluded that the design and operation of our Disclosure Controls were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to our senior management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

For our fiscal quarter ended February 29, 2008, we did not identify any modifications to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our internal control over financial reporting, including our internal control documentation and testing efforts, remain ongoing to ensure continued compliance with the Exchange Act. For our fiscal quarter ended February 29, 2008, we identified certain internal controls that management believed should be modified to improve them. These improvements include further formalization of policies and procedures, improved segregation of duties, additional information technology system controls and additional monitoring controls. We are making improvements to our internal control over financial reporting as a result of our review efforts. We have reached our conclusions set forth above, notwithstanding those improvements and modifications.

Limitations on the Effectiveness of Controls and other matters

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

 

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conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Notwithstanding the foregoing limitations on the effectiveness of controls, we have nonetheless reached the conclusions set forth above on our disclosure controls and procedures and our internal control over financial reporting.

On January 12, 2007, we obtained a controlling interest in Green Point. As permitted by SEC guidance, the scope of our evaluation of internal control over financial reporting as of February 29, 2008 did not include the internal control over financial reporting of the acquired operations of Green Point. Green Point is included in our condensed consolidated financial statements beginning in February 2007. As part of our integration of Green Point, we continue to evaluate Green Point’s internal controls over financial reporting and address controls that we note need improvement. From the date we obtained controlling interest in Green Point to February 29, 2008, the processes and systems of Green Point’s acquired operations were discrete and did not significantly impact our internal control over financial reporting.

On October 17, 2007, we entered into an agreement to acquire certain manufacturing operations of NSN. The scope of our evaluation of internal control over financial reporting as of February 29, 2008 did not include the internal control over financial reporting of the acquired operations of NSN. NSN is included in our condensed consolidated financial statements beginning in November 2007. As part of our integration of NSN, we continue to evaluate NSN’s internal controls over financial reporting and address controls that we note need improvement. From the date that we purchased the manufacturing operations of NSN to February 29, 2008, the processes and systems of NSN’s acquired operations were discrete and did not significantly impact our internal control over financial reporting.

CEO and CFO Certifications

Exhibits 31.1 and 31.2 are the Certifications of the CEO and the CFO, respectively. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II. OTHER INFORMATION

 

Item 1: LEGAL PROCEEDINGS

As more fully described in Part I, Item 3, “Legal Proceedings,” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2007, we are involved in certain ongoing litigation matters, an SEC inquiry and have received a subpoena from a U.S. attorney’s office relating to certain of our historical stock option grant practices, and we have also had committees of our Board of Directors review certain of our historical stock option grant and revenue recognition practices and provided the results of those reviews to the SEC. For further discussion, see Part I, Item 3, “Legal Proceedings,” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2007 and Note 6 – “Commitments and Contingencies” to the Condensed Consolidated Financial Statements.

Since we filed our Annual Report on Form 10-K for the fiscal year ended August 31, 2007 with the SEC, our Board of Directors approved the agreement in principle to resolve the Consolidated State Derivate Action and the Consolidated Federal Derivative Action, and we filed a Motion for Approval of the Proposed Settlement with the Federal and State Courts in which the Derivative Actions were filed. The State Court preliminarily approved the settlement, the form of notice to be mailed to shareholders and the form of summary notice to be published, and also set a hearing to consider whether to finally approve the settlement and whether to award attorney’s fees and expenses to the plaintiffs’ counsel. The Federal Court also approved the notice and summary notice. The Federal Court, however, previously disapproved the plaintiffs’ intention to seek an award of attorney’s fees and costs in the amount of $800,000 but agreed that the State Court could hold a fairness hearing to determine the amount to award in light of the common benefit, if any, created for all shareholders. As a result of the hearing on March 26, 2008, the State Court indicated that it would enter an order finding that the proposed settlement is fair, adequate and reasonable, and that the award of $700,000 in attorney’s fees and costs to the plaintiffs’ counsel is reasonable. The Consolidated Federal Derivative Action remains subject to further action by the Federal Court, and we can give no assurance that the Federal Court will either approve the proposed settlement agreement or dismiss the Consolidated Federal Derivative Action.

In addition, on April 9, 2008, the court dismissed the First Amended Consolidated Class Action Complaint without prejudice and with leave to amend such complaint by May 12, 2008. We can give no assurances that the plaintiffs will not amend the First Amended Consolidated Class Action Complaint, or that if they do, as to the ultimate outcome of any further proceedings.

We are party to certain other lawsuits in the ordinary course of business. We do not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows.

 

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Item 1A. Risk Factors

As referenced, this Quarterly Report on Form 10-Q includes certain forward-looking statements regarding various matters. The ultimate correctness of those forward-looking statements is dependent upon a number of known and unknown risks and events, and is subject to various uncertainties and other factors that may cause our actual results, performance or achievements to be different from those expressed or implied by those statements. Undue reliance should not be placed on those forward-looking statements. The following important factors, among others, as well as those factors set forth in our other SEC filings from time to time, could affect future results and events, causing results and events to differ materially from those expressed or implied in our forward-looking statements.

Our operating results may fluctuate due to a number of factors, many of which are beyond our control.

Our annual and quarterly operating results are affected by a number of factors, including:

 

   

adverse changes in general economic conditions;

 

   

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 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;

 

   

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.

The volume and timing of orders placed by our customers vary due to variation in demand for our customers’ products; our customers’ attempts to manage their inventory; electronic design changes; changes in our customers’ manufacturing strategies; and acquisitions of or consolidations among our customers. In addition, our Consumer Electronics division and the automotive industry sector of our EMS division are subject to seasonal influences. We may realize greater revenue during our first fiscal quarter due to high demand for consumer products during the holiday selling season. In the past, changes in customer orders that reduce net revenue have had a significant effect on our results of operations as a result of our overhead remaining relatively fixed while our net revenue decreased. Any one or a combination of these factors could adversely affect our annual and quarterly results of operations in the future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations.”

Because we depend on a limited number of customers, a reduction in sales to any one of our customers could cause a significant decline in our revenue.

For the three months ended February 29, 2008, our five largest customers accounted for approximately 48% of our net revenue and 44 customers accounted for approximately 90% of our net revenue. We currently depend, and expect to continue to depend upon a relatively small number of customers for a significant percentage of our net revenue and upon their growth, viability and financial stability. If any of our customers experience a decline in the demand for their products due to economic or other forces, they may reduce their purchases from us or terminate their relationship with us. Our customers’ industries have experienced rapid technological change, shortening of product life cycles, consolidation, and pricing and margin pressures. Consolidation among our customers may further reduce the number of customers that generate a significant percentage of our net revenue and exposes us to increased risks relating to dependence on a small number of customers. A significant reduction in sales to any of our customers or a customer exerting significant pricing and margin pressures on us would have a material adverse effect on our results of operations. In the past, some of our customers have terminated their manufacturing arrangements with us or have significantly reduced or delayed the volume of design, production, product management or after-market services ordered from us. Our industry’s revenue declined in mid-2001 as a result of significant cut backs in customer production requirements, which was consistent with the overall global economic downturn. We cannot assure you that present or future customers will not terminate their design, production, product management and after-market services arrangements with us or significantly change, reduce or delay the amount of services ordered from us. If they do, it

 

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could have a material adverse effect on our results of operations. In addition, we generate significant account receivables in connection with providing design, production, product management and after-market services to our customers. If one or more of our customers were to become insolvent or otherwise were unable to pay for the services provided by us, our operating results and financial condition would be adversely affected. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In particular, one of the industries to which we provide services, the automobile industry, has recently experienced significant financial difficulty, with some of the participants filing for bankruptcy. Such significant financial difficulty, if experienced by one or more of our customers, may negatively affect our business due to the decreased demand of these financially distressed customers, the potential inability of these companies to make full payment on amounts owed to us, or both.

We are involved in reviews of our historical stock option grant practices.

We are involved in a putative shareholder class action (although as discussed in Part II, Item 1 “Legal Proceedings” and Note 6 to the Condensed Consolidated Financial Statements, this putative shareholder class action suit was dismissed on April 9, 2008, with leave to amend by May 12, 2008) and an SEC informal inquiry, and have received a subpoena from the U.S. Attorney’s office for the Southern District of New York in connection with certain historical stock option grants. In response to shareholder derivative actions that also were filed in connection with these certain grants, an independent Special Committee of our Board of Directors (the “Special Committee”) was appointed to review the allegations in such actions. We have cooperated and intend to continue to cooperate with the Special Committee, the SEC and the U.S. Attorney’s office. The Special Committee concluded that the evidence does not support a finding of intentional manipulation of stock option grant pricing by any member of management. In addition, the Special Committee concluded that it was not in our best interests to pursue the derivative actions. The Special Committee identified certain factors related to our controls surrounding the process of accounting for option grants that contributed to the accounting errors that led to the restatement of our consolidated operations for certain of our previous fiscal years (as further described in the Explanatory Note immediately preceding Part I of our Annual Report on Form 10-K for the fiscal year ended August 31, 2006 and discussed below). We have submitted to the courts for approval a proposed settlement of the derivative actions. The investigations of the SEC and the U.S. Attorney’s office may look at the accuracy of the stated dates of our historical option grants, our disclosures regarding executive compensation, whether all proper corporate and other procedures were followed, whether our historical financial statements are materially accurate and other issues. We cannot predict the outcome of those investigations or whether we will obtain the necessary court approval of our agreement to settle the derivative actions. Regardless of the outcomes of the investigations, we will continue to incur costs and the investigations will cause a diversion of our management’s time and attention, which could have an adverse effect on our financial condition and results of operations. We cannot provide assurances that such investigations will not find inappropriate activity in connection with our historical stock option practices or result in further revising of our historical accounting associated with such stock option grant practices.

The matters relating to the Special Committee’s review of our historical stock option granting practices and the restatement of our Consolidated Financial Statements have resulted in expanded litigation and regulatory proceedings against us and may result in future litigation, which could have a material adverse effect on us.

On May 3, 2006, the Board of Directors established the Special Committee to conduct a review of our historical stock option granting practices during fiscal years 1996 through 2006. As a result of that review and management’s undertaking of a separate review of our historical stock option grant practices, we identified a number of occasions in which stock option awards that were granted to officers, employees and a non-employee consultant director were not properly accounted for. To correct these accounting errors, we restated prior year and prior quarter Consolidated Financial Statements and disclosures in our Annual Report on Form 10-K for the fiscal year ended August 31, 2006. The review of our historical stock option granting practices and the resulting restatements, required us to incur substantial expenses for legal, accounting, tax and other professional services and diverted our management’s attention from our business and could in the future adversely affect our business, financial condition, results of operations and cash flows.

Finally, as a result of our delayed filing of Form 10-K for the fiscal year ended August 31, 2006, as well as the delayed filing of our Forms 10-Q for the periods ended November 30, 2006 and February 28, 2007, we will be ineligible to register our securities on Form S-3 for sale of our securities by us or resale by others until twelve full calendar months have passed during which we have not failed to timely file any of our periodic reports under the Exchange Act. Accordingly, until May 1, 2008 (assuming we timely file all such reports), we would have to use a Form S-1 registration statement to raise capital or complete acquisitions, which could increase transaction costs and adversely impact our ability to raise capital or complete acquisitions of other companies in a timely manner.

Our historical stock option granting practices and the restatement of our prior financial statements exposed us to greater risks associated with litigation and regulatory proceedings. As described in Part I, Item 3 – “Legal Proceedings,” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2007, we are parties to several lawsuits containing

 

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allegations relating to stock option grants. We cannot assure you that any determinations made in the current litigation, the SEC informal inquiry or any future litigation or regulatory action will reach the same conclusions on these issues that we reached. The conduct and resolution of these matters may continue to be time consuming, expensive and distracting from the conduct of our business. Furthermore, if we are subject to adverse findings in any of these matters, we could be required to pay damages or penalties or have other remedies imposed upon us which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are involved in an SEC review of our recognition of revenue for certain historical transactions.

The Audit Committee of our Board of Directors (the “Audit Committee”), assisted by independent legal counsel, reviewed certain historical transactions, and concluded that, while the impact was not material, accounting errors occurred in connection with recognizing certain income and expenses such that our consolidated operations for fiscal year 2001 were lower by an immaterial amount than what was previously reported and our consolidated operations for fiscal year 2002 included in the five year table in Item 6 – “Selected Financial Data” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2006 has been revised upward by a similar amount. The Audit Committee’s and legal counsel’s findings were presented to the SEC. We intend to continue to cooperate fully with the SEC’s review of these matters. However, we cannot predict the extent or the outcome of such review. In addition, future litigation and regulatory investigation or action may arise in connection with these revenue recognition issues. We cannot assure you that the determinations reached by the SEC, or reached in any future litigation or regulatory action, will be consistent with our conclusions on these issues. If we are subject to adverse findings in any of these matters, we could be required to pay damages or penalties or have other remedies imposed upon us which could have a material adverse affect on our business, financial condition, results of operation and cash flows. In addition, regardless of the final outcomes of any of these matters, the conduct and resolution of such matters could be sufficiently time-consuming, expensive and distracting to our management team which could adversely affect our business, financial condition, results of operations and cash flows.

Consolidation in industries that utilize electronics components may adversely affect our business.

Consolidation in industries that utilize electronics components may further increase as companies combine to achieve further economies of scale and other synergies, which could result in an increase in excess manufacturing capacity as companies seek to divest manufacturing operations or eliminate duplicative product lines. Excess manufacturing capacity may increase pricing and competitive pressures for our industry as a whole and for us in particular. Consolidation could also result in an increasing number of very large companies offering products in multiple industries. The significant purchasing power and market power of these large companies could increase pricing and competitive pressures for us. If one of our customers is acquired by another company that does not rely on us to provide services and has its own production facilities or relies on another provider of similar services, we may lose that customer’s business. Such consolidation among our customers may further reduce the number of customers that generate a significant percentage of our net revenue and exposes us to increased risks relating to dependence on a small number of customers. Any of the foregoing results of industry consolidation could adversely affect our business.

Our customers face numerous competitive challenges, such as rapid technological change and short life cycles for their products, which may materially adversely affect their business, and also ours.

Factors affecting the industries that utilize electronics components in general, and our customers specifically, could seriously harm our customers and, as a result, us. These factors include:

 

   

The inability of our customers to adapt to rapidly changing technology and evolving industry standards, which result in 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 may become obsolete or the failure of our customers’ products to gain widespread commercial acceptance.

 

   

Recessionary periods in our customers’ markets.

 

   

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.

 

   

New product offerings by our customers’ competitors may prove to be more successful than our customers’ product offerings.

If our customers are unsuccessful in addressing these competitive challenges, or any others that they may face, then their business may be materially adversely affected, and as a result, the demand for our services could decline. Even if our customers are successful in responding to these challenges, their responses may have consequences which affect our business relationships with our customers (and possibly our results of operation) by altering our production cycles and inventory management.

 

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The success of our business is dependent on both our ability to independently keep pace with technological changes and competitive conditions in our industry, and also our ability to effectively adapt our services in response to our customers keeping pace with technological changes and competitive conditions in their respective industries.

If we are unable to offer technologically advanced, cost effective, quick response manufacturing services, demand for our services will decline. In addition, if we are unable to offer services in response to our customer’s changing requirements, then demand for our services will also decline. A substantial portion of our net revenue is derived from our offering of complete service solutions for our customers. For example, if we fail to maintain high-quality design and engineering services, our net revenue may significantly decline.

Most of our customers do not commit to long-term production schedules, which makes it difficult for us to schedule production and achieve maximum efficiency of our manufacturing capacity.

The volume and timing of sales to our customers may vary due to:

 

   

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.

Due in part to these factors, most of our customers do not commit to firm production schedules for more than one quarter in advance. Our inability to forecast the level of customer orders with certainty makes it difficult to schedule production and maximize utilization of manufacturing capacity. In the past, we have been required to increase staffing and other expenses in order to meet the anticipated demand of our customers. Anticipated orders from many of our customers have, in the past, failed to materialize or delivery schedules have been deferred as a result of changes in our customers’ business needs, thereby adversely affecting our results of operations. On other occasions, our customers have required rapid increases in production, which have placed an excessive burden on our resources. Such customer order fluctuations and deferrals have had a material adverse effect on us in the past, and we may experience such effects in the future. A business downturn resulting from any of these external factors could have a material adverse effect on our operating results. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our customers may cancel their orders, change production quantities, delay production or change their sourcing strategy.

Our industry must provide increasingly rapid product turnaround for its customers. We generally do not obtain firm, long-term purchase commitments from our customers and we continue to experience reduced lead-times in customer orders. Customers may cancel their orders, change production quantities, delay production or change their sourcing strategy for a number of reasons. Such changes, delays and cancellations may lead to our production and possession of excess or obsolete inventory which we may not be able to sell to the customer or a third party. The success of our customers’ products in the market affects our business. Cancellations, reductions, delays or changes in sourcing strategy by a significant customer or by a group of customers could negatively impact our operating results by reducing the number of products that we sell, delaying the payment to us for inventory that we purchased and reducing the use of our manufacturing facilities which have associated fixed costs not dependent on our level of revenue.

In addition, we make significant decisions, including determining the levels of business that we will seek and accept, production schedules, component procurement commitments, personnel needs and other resource requirements, based on our estimate of customer requirements. The short-term nature of our customers’ commitments and the possibility of rapid changes in demand for their products reduce our ability to accurately estimate the future requirements of those customers.

On occasion, customers may require rapid increases in production, which can stress our resources and reduce operating margins. In addition, because many of our costs and operating expenses are relatively fixed, a reduction in customer demand can harm our gross profits and operating results.

 

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We compete with numerous other electronic manufacturing services and design providers and others, including our current and potential customers who may decide to manufacture all of their products internally.

Our business is highly competitive. We compete against numerous domestic and foreign electronic manufacturing services and design providers, including Benchmark Electronics, Inc., Celestica, Inc., Elcoteq SE, Flextronics International Ltd. (which recently acquired Solectron Corporation), Hon-Hai Precision Industry Co., Ltd., Plexus Corp. and Sanmina-SCI Corporation. In addition, we may in the future encounter competition from other large electronic manufacturers, and manufacturers that are focused solely on design and manufacturing services, that are selling, or may begin to sell electronics manufacturing services. Most of our competitors have international operations, significant financial resources and some have substantially greater manufacturing, R&D and marketing resources than us. These competitors may:

 

   

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

 

   

be better able to utilize excess capacity which may reduce the cost of their product or service.

We also face competition from the manufacturing operations of our current and potential customers, who are continually evaluating the merits of manufacturing products internally against the advantages of outsourcing. In addition, consolidation in our industry results in larger and more geographically diverse competitors who have significant combined resources with which to compete against us. See “Business – Competition” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2007.

We may be operating at a cost disadvantage compared to competitors who have greater direct buying power from component suppliers, distributors and raw material suppliers or who have lower cost structures as a result of their geographic location or the services they provide or who are willing to make sales or provide services at lower margins than us. As a result, competitors may procure a competitive advantage and obtain business from our customers. Our manufacturing processes are generally not subject to significant proprietary protection. In addition, companies with greater resources or a greater market presence may enter our market or increase their competition with us. We also expect our competitors to continue to improve the performance of their current products or services, to reduce their current products or service sales prices and to introduce new products or services that may offer greater performance and improved pricing. Any of these developments could cause a decline in sales, loss of market acceptance of our products or services, profit margin compression or loss of market share.

We derive a substantial portion of our revenue from our international operations, which may be subject to a number of risks and often require more management time and expense to achieve profitability than our domestic operations.

We derived 79.2% and 80.6% of net revenue from international operations for the three months and six months ended February 29, 2008, respectively, compared to 76.7% and 78.4% for the three months and six months ended February 28, 2007. We currently expect our foreign source revenue to remain relatively consistent as a percentage of net revenue over the course of the next twelve months. We currently operate outside the U.S. in Vienna, Austria; Hasselt, Belgium; Belo Horizonte, Manaus, Sao Paulo and Sorocaba, Brazil; Beijing, Huangpu, Nanjing, Shanghai, Shenzhen, Suzhou, Tianjin, Wuxi and Yantai, China; Coventry, England; Brest, Lunel and Meung-sur-Loire, France; Jena, Germany; Szombathely and Tiszaujvaros, Hungary; Chennai, Mumbai, Pune and Ranjangaon, India; Dublin, Ireland; San Marco Evangelista (CE) and Bergamo, Italy; Gotemba and Tokyo, Japan; Kedah and Penang, Malaysia; Chihuahua, Guadalajara, Reynosa and Tijuana, Mexico; Amsterdam and Eindhoven, The Netherlands; Bydgoszcz and Kwidzyn, Poland; Ayr and Livingston, Scotland; Singapore City, Singapore; Hsinchu, Taichung and Taipei, Taiwan; Uzhgorod, Ukraine and Ho Chi Minh City, Vietnam. We continually consider additional opportunities to make foreign acquisitions and construct new foreign facilities. Our international operations may be subject to a number of risks, including:

 

   

difficulties in staffing and managing foreign operations;

 

   

less flexible employee relationships which can be difficult and expensive to terminate;

 

   

labor unrest;

 

   

political and economic instability (including acts of terrorism and outbreaks of war);

 

   

inadequate infrastructure for our operations (i.e. lack of adequate power, water, transportation and raw materials);

 

   

coordinating our communications and logistics across geographic distances and multiple time zones;

 

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risk of governmental expropriation of our property;

 

   

less favorable, or relatively undefined, intellectual property laws;

 

   

unexpected changes in regulatory requirements and laws;

 

   

longer customer payment cycles and difficulty collecting accounts receivable;

 

   

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;

 

   

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.;

 

   

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;

 

   

fluctuations in currency exchange rates, which could affect local payroll, utility and other expenses; and

 

   

inability to utilize net operating losses incurred by our foreign operations against future income in the same jurisdiction.

In addition, several of the countries where we operate have emerging or developing economies, which may be subject to greater currency volatility, negative growth, high inflation, limited availability of foreign exchange and other risks. These factors may harm our results of operations, and any measures that we may implement to reduce the effect of volatile currencies and other risks of our international operations may not be effective. In our experience, entry into new international markets requires considerable management time as well as start-up expenses for market development, hiring and establishing office facilities before any significant revenue is generated. As a result, initial operations in a new market may operate at low margins or may be unprofitable. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

If we do not manage our growth effectively, our profitability could decline.

We are currently experiencing a period of rapid growth in our operations, revenues and employees. These changes have placed considerable additional demands upon our management team and our operational, financial and management information systems. Our ability to manage growth effectively will require us to continue to implement and improve these systems; maintain customer, supplier and other favorable business relationships during possible transition periods; continue to develop the management skills of our managers and supervisors; and continue to train, motivate and manage our employees. Our failure to effectively manage growth could have a material adverse effect on our results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We may not achieve expected profitability from our acquisitions.

We cannot assure you that we will be able to successfully integrate the operations and management of our recent acquisitions. Similarly, we cannot assure you that we will be able to (1) identify future strategic acquisitions, (2) consummate these potential acquisitions on favorable terms, if at all, or (3) if consummated, successfully integrate the operations and management of future acquisitions. Acquisitions involve significant risks, which could have a material adverse effect on us, including:

 

   

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 additional equity securities; (6) the incurrence of additional debt; (7) the financial impact of valuing goodwill and other intangible assets involved in any acquisitions, potential future impairment write-downs of goodwill 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 facilities at our cost.

 

   

Operating risks, such as (1) the diversion of management’s attention to the assimilation of the businesses to be acquired; (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

 

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or terminate unfavorable relationships; (5) the potential for deficiencies in internal controls of the acquired operations; (6) the risk that key employees of the acquired businesses will leave after the acquisition; (7) unforeseen difficulties 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.

Most of our acquisitions involve operations outside of the U.S. which are subject to various risks including those described in “Risk Factors – We derive a substantial portion of our revenue from our international operations, which may be subject to a number of risks and often require more management time and expense to achieve profitability than our domestic operations.”

We have acquired and may continue to pursue the acquisition of manufacturing and supply chain management operations from our customers (or potential customers). In these acquisitions, the divesting company will typically enter into a supply arrangement with the acquirer. Therefore, the competition for these acquisitions is intense. In addition, certain divesting companies may choose not to consummate these acquisitions with us because of our current supply arrangements with other companies or may require terms and conditions that may impact our profitability. If we are unable to attract and consummate some of these acquisition opportunities at favorable terms, our growth and profitability could be adversely impacted.

In addition to those risks listed above, arrangements entered into with these divesting companies typically involve certain other risks, including the following:

 

   

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 and cost reductions.

 

   

If demand for the divesting company’s products declines, it may reduce the volume of purchases and we may not be able to sufficiently reduce the expenses of operating the facility or use the facility to provide services to other customers.

As a result of these and other risks, we may be unable to achieve anticipated levels of profitability under these arrangements, and they may not result in any material revenue or contribute positively to our operations.

Our ability to achieve the expected benefits of the outsourcing opportunities associated with these acquisitions is subject to risks, including our ability to meet volume, product quality, timeliness and pricing requirements, and our ability to achieve the divesting company’s expected cost reduction. In addition, when acquiring manufacturing operations, we may receive limited commitments to firm production schedules. Accordingly, in these circumstances, we may spend substantial amounts purchasing these manufacturing facilities and assume significant contractual and other obligations with no guaranteed levels of revenue. We may also not achieve expected profitability from these arrangements. As a result of these and other risks, these outsourcing opportunities may not be profitable.

We are expanding the primary scope of our acquisitions strategy beyond our customers and potential customers to include companies seeking to divest their internal manufacturing operations to manufacturing providers such as us. The amount and scope of the risks associated with acquisitions of this type extend beyond those that we have traditionally faced in making acquisitions. These extended risks include greater uncertainties in the financial benefits and potential liabilities associated with this expanded base of acquisitions.

We face risks arising from the restructuring of our operations.

Over the past few years, we have undertaken initiatives to restructure our business operations with the intention of improving utilization and realizing cost savings in the future. These initiatives have included changing the number and location of our production facilities, largely to align our capacity and infrastructure with current and anticipated customer demand. This alignment includes transferring programs from higher cost geographies to lower cost geographies. The process of restructuring entails, among other activities: moving production between facilities, closing facilities, reducing staff levels, realigning our business processes and reorganizing our management.

We continuously evaluate our operations and cost structure relative to general economic conditions, market demands and cost competitiveness, and our geographic footprint as it relates to our customers’ production requirements. As a result of this ongoing evaluation, during the fourth quarter of fiscal year 2006 we initiated a restructuring program to realign our manufacturing capacity in certain higher cost geographies and to properly size our manufacturing sites with perceived current

 

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market conditions. We currently estimate that the restructuring program could result in total restructuring and impairment charges of approximately $250.0 million consisting of pre-tax employee severance and benefit costs, contract termination costs, fixed asset impairment costs, and other related restructuring costs, as well as valuation allowances against net deferred tax assets for certain plants impacted by the current restructuring plan. During the fourth quarter of fiscal year 2006, we recorded restructuring and impairment charges of $81.9 million and valuation allowances of $37.1 million on net deferred tax assets under this program. During fiscal year 2007, we recorded aggregate restructuring and impairment charges of $72.4 million and reduced our valuation allowance against net deferred tax assets by $2.0 million to an aggregate amount of $35.1 million. During the first and second fiscal quarters of 2008, we recorded aggregate restructuring and impairment charges of $51.1 million. We expect additional costs related to the restructuring plan to be incurred primarily over the remainder of fiscal year 2008 with certain contract termination costs to be incurred through fiscal year 2011. If we incur additional restructuring related charges, our financial condition and results of operations may suffer. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Restructuring and Impairment Charges” and Note 7 – “Restructuring and Impairment Charges” to the Condensed Consolidated Financial Statements.

We expect that in the future we may continue to transfer certain of our operations to lower cost geographies, which may require us to take additional restructuring charges. Restructurings present significant potential risks of events occurring that could adversely affect us, including a decrease in employee morale, delays encountered in finalizing the scope of, and implementing, the restructurings (including extensive consultations concerning potential workforce reductions (particularly in locations outside of the U.S.)), the failure to achieve targeted cost savings and the failure to meet operational targets and customer requirements due to the loss of employees and any work stoppages that might occur. These risks are further complicated by our extensive international operations, which subject us to different legal and regulatory requirements that govern the extent, and the speed, of our ability to reduce our manufacturing capacity and workforce. In addition, we may have to obtain agreements from our affected customers for the re-location of our facilities in certain instances. Obtaining these agreements, along with the volatility in our customers’ demand, can further delay restructuring activities.

We depend on a limited number of suppliers for components that are critical to our manufacturing processes. A shortage of these components or an increase in their price could interrupt our operations and reduce our profits.

Substantially all of our net revenue is derived from turnkey manufacturing in which we provide materials procurement. While most of our significant long-term customer contracts permit quarterly or other periodic adjustments to pricing based on decreases and increases in component prices and other factors, we may bear the risk of component price increases that occur between any such re-pricings or, if such re-pricing is not permitted, during the balance of the term of the particular customer contract. Accordingly, certain component price increases could adversely affect our gross profit margins. Almost all of the products we manufacture require one or more components that are available from only a single source. Some of these components are allocated from time to time in response to supply shortages. In some cases, supply shortages will substantially curtail production of all assemblies using a particular component. In addition, at various times industry-wide shortages of electronic components have occurred, particularly of memory and logic devices. In the past, such circumstances have produced insignificant levels of short-term interruption of our operations, but could have a material adverse effect on our results of operations in the future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business – Components Procurement” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2007.

We may not be able to maintain our engineering, technological and manufacturing process expertise.

The markets for our manufacturing and engineering services are characterized by rapidly changing technology and evolving process development. The continued success of our business will depend upon our ability to:

 

   

hire, retain and expand our qualified engineering and technical personnel;

 

   

maintain technological leadership;

 

   

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.

Although we believe that our operations use the assembly and testing technologies, equipment and processes that are currently required by our customers, we cannot be certain that we will develop the capabilities required by our customers in the future. The emergence of new technology, industry standards or customer requirements may render our equipment, inventory or processes obsolete or noncompetitive. In addition, we may have to acquire new assembly and testing technologies and equipment to remain competitive. The acquisition and implementation of new technologies and equipment may require significant expense or capital investment, which could reduce our operating margins and our operating results. In

 

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facilities that we establish or acquire, we may not be able to maintain our engineering, technological and manufacturing process expertise. Our failure to anticipate and adapt to our customers’ changing technological needs and requirements or to hire and retain a sufficient number of engineers and maintain our engineering, technological and manufacturing expertise, could have a material adverse effect on our business.

If our manufacturing processes and services do not comply with applicable statutory and regulatory requirements, or if we manufacture products containing design or manufacturing defects, demand for our services may decline and we may be subject to liability claims.

We manufacture and design products to our customers’ specifications, and, in some cases, our manufacturing processes and facilities may need to comply with applicable statutory and regulatory requirements. For example, medical devices that we manufacture or design, as well as the facilities and manufacturing processes that we use to produce them, are regulated by the Food and Drug Administration and non-U.S. counterparts of this agency. Similarly, items we manufacture for customers in the defense and aerospace industries, as well as the processes we use to produce them, are regulated by the Department of Defense and the Federal Aviation Authority. In addition, our customers’ products and the manufacturing processes that we use to produce them often are highly complex. As a result, products that we manufacture may at times contain manufacturing or design defects, and our manufacturing processes may be subject to errors or not be in compliance with applicable statutory and regulatory requirements. Defects in the products we manufacture or design, whether caused by a design, manufacturing or component failure or error, or deficiencies in our manufacturing processes, may result in delayed shipments to customers or reduced or cancelled customer orders. If these defects or deficiencies are significant, our business reputation may also be damaged. The failure of the products that we manufacture or our manufacturing processes and facilities to comply with applicable statutory and regulatory requirements may subject us to legal fines or penalties and, in some cases, require us to shut down or incur considerable expense to correct a manufacturing process or facility. In addition, these defects may result in liability claims against us or expose us to liability to pay for the recall of a product. The magnitude of such claims may increase as we expand our medical, automotive and aerospace and defense manufacturing services, as defects in medical devices, automotive components and aerospace and defense systems could seriously harm or kill users of these products and others. Even if our customers are responsible for the defects, they may not, or may not have resources to, assume responsibility for any costs or liabilities arising from these defects, which could expose us to additional liability claims.

Our regular manufacturing process and services may result in exposure to intellectual property infringement and other claims.

Providing manufacturing services can expose us to potential claims that the product design or manufacturing processes infringe third party intellectual property rights. Even though many of our manufacturing services contracts generally require our customers to indemnify us for infringement claims relating to the product specifications and designs, a particular customer may not, or may not have the resources to assume responsibility for such claims. In addition, we may be responsible for claims that our manufacturing processes or components used in manufacturing infringe third party intellectual property rights. Infringement claims could subject us to significant liability for damages, and potentially injunctive action and, regardless of merits, could be time-consuming and expensive to resolve.

Our increasing design services offerings may result in additional exposure to product liability, intellectual property infringement and other claims, in addition to the business risk of being unable to produce the revenues necessary to profit from these services.

We have increased our efforts to offer certain design services, primarily those relating to products that we manufacture for our customers, and we now offer design services related to collaborative design manufacturing and turnkey solutions (including end-user products and components as products). Providing such services can expose us to different or greater potential liabilities than those we face when providing our regular manufacturing services. With the growth of our design services business, we have increased exposure to potential product liability claims resulting from injuries caused by defects in products we design, as well as potential claims that products we design or processes we use infringe third-party intellectual property rights. Such claims could subject us to significant liability for damages, subject the infringing portion of our business to injunction and, regardless of their merits, could be time-consuming and expensive to resolve. We also may have greater potential exposure from warranty claims, and from product recalls due to problems caused by product design. Costs associated with possible product liability claims, intellectual property infringement claims, and product recalls could have a material adverse effect on our results of operations. When providing collaborative design manufacturing or turnkey solutions, we may not be guaranteed revenue needed to recoup or profit from the investment in the resources necessary to design and develop products. Particularly, no revenue may be generated from these efforts if our customers do not approve the designs in a timely manner or at all, or if they do not then purchase anticipated levels of products. Furthermore, contracts may allow the customer to delay or cancel deliveries and may not obligate the customer to any volume of purchases, or may provide for penalties or cancellation of orders if we are late in delivering designs or products. We may even have the responsibility to

 

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ensure that products we design satisfy safety and regulatory standards and to obtain any necessary certifications. Failure to timely obtain the necessary approvals or certifications could prevent us from selling these products, which in turn could harm our sales, profitability and reputation.

The success of our turnkey solution activities depends in part on our ability to obtain, protect and leverage intellectual property rights to our designs.

We strive to obtain and protect certain intellectual property rights to our turnkey solutions designs. We believe that having a significant level of protected proprietary technology gives us a competitive advantage in marketing our services. However, we cannot be certain that the measures that we employ will result in protected intellectual property rights or will result in the prevention of unauthorized use of our technology. If we are unable to obtain and protect intellectual property rights embodied within our designs, this could reduce or eliminate the competitive advantages of our proprietary technology, which would harm our business.

Intellectual property infringement claims against our customers or us could harm our business.

Our turnkey solutions products and the products of our customers may compete against the products of other companies, many of whom may own the intellectual property rights underlying those products. Patent clearance or licensing activities, if any, may be inadequate to anticipate and avoid third party claims. As a result, in addition to the risk that we could become subject to claims of intellectual property infringement, our customers could become the subject of infringement claims. Additionally, customers for our turnkey solutions services, or collaborative designs in which we have significant technology contributions, typically require that we indemnify them against the risk of intellectual property infringement. If any claims are brought against us or against our customers for such infringement, whether or not these claims have merit, we could be required to expend significant resources in defense of such claims. In the event of a claim, we may be required to spend a significant amount of money to develop non-infringing alternatives or obtain licenses. We may not be successful in developing such alternatives or obtaining such a license on reasonable terms or at all. Our customers may be required to or decide to discontinue products which are alleged to be infringing rather than face continued costs of defending the infringement claims, and such discontinuance may result in a significant decrease in our business.

If our turnkey solutions products are subject to design defects, our business may be damaged and we may incur significant fees.

In our contracts with turnkey solutions customers, we generally provide them with a warranty against defects in our designs. If a turnkey solutions product or component that we design is found to be defective in its design, this may lead to increased warranty claims. Although we have product liability insurance coverage, it may not be available on acceptable terms, in sufficient amounts, or at all. A successful product liability claim in excess of our insurance coverage or any material claim for which insurance coverage was denied or limited and for which indemnification was not available could have a material adverse effect on our business, results of operations and financial condition.

We depend on our officers, managers and skilled personnel.

Our success depends to a large extent upon the continued services of our executive officers and other skilled personnel. Generally our employees are not bound by employment or non-competition agreements, and we cannot assure you that we will retain our executive officers and other key employees. We could be seriously harmed by the loss of any of our executive officers. In order to manage our growth, we will need to recruit and retain additional skilled management personnel and if we are not able to do so, our business and our ability to continue to grow could be harmed. In addition, in connection with expanding our turnkey solutions activities, we must attract and retain experienced design engineers. Competition for highly skilled employees is substantial. Our failure to recruit and retain experienced design engineers could limit the growth of our turnkey solutions activities, which could adversely affect our business.

Any delay in the implementation of our information systems could disrupt our operations and cause unanticipated increases in our costs.

We have completed the installation of an Enterprise Resource Planning system in most of our manufacturing sites, excluding the Green Point sites, and in our corporate location. We are in the process of installing this system in certain of our remaining plants, including certain Green Point sites, which will replace the current Manufacturing Resource Planning system, and financial information systems. Any delay in the implementation of these information systems could result in material adverse consequences, including disruption of operations, loss of information and unanticipated increases in costs.

 

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Compliance or the failure to comply with current and future environmental laws or regulations could cause us significant expense.

We are subject to a variety of federal, state, local and foreign environmental laws and regulations, including those relating to the use, storage, discharge and disposal of hazardous chemicals used during our manufacturing process or requiring design changes or recycling of products we manufacture. If we fail to comply with any present and future regulations, we could be subject to future liabilities, the suspension of production, or prohibitions on sales of products we manufacture. In addition, such regulations could restrict our ability to expand our facilities or could require us to acquire costly equipment, or to incur other significant expenses to comply with environmental regulations, including expenses associated with the recall of any non-compliant product or with changes in our procurement and inventory management activities.

Certain environmental laws impose liability for the costs of removal or remediation of hazardous or toxic substances on an owner, occupier or operator of real estate, even if such person or company was unaware of or not responsible for the presence of such substances. Soil and groundwater contamination may have occurred at some of our facilities. From time to time we investigate, remediate and monitor soil and groundwater contamination at certain of our operating sites. In certain instances where contamination existed prior to our ownership or occupation of a site, landlords or former owners have retained some contractual responsibility for contamination and remediation. However, failure of such persons to perform those obligations could result in us being required to remediate such contamination. As a result, we may incur clean-up costs in such potential removal or remediation efforts.

From time to time new regulations are enacted, and it is difficult to anticipate how such regulations will be implemented and enforced. We continue to evaluate the necessary steps for compliance with regulations as they are enacted.

For example, in 2003 the European Union enacted the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive (“RoHS”) and the Waste Electrical and Electronic Equipment Directive (“WEEE”), for implementation in each country that is a member of the European Union. RoHS and WEEE require those countries to regulate the use of certain hazardous substances in, and the collection, reuse and recycling of waste from certain products that use or generate electricity. In some cases, different jurisdictions may have different interpretations of RoHS and WEEE. We are also aware of similar legislation that is currently in force or is being considered in the U.S., as well as other countries, such as Japan, Korea, Argentina and China. We will continue to monitor these developments to determine our responsibilities. Because we manufacture the products and may provide design, including collaborative design services and turnkey solutions, and compliance-related services for our customers, we may at times become contractually or directly subject to such regulations. Our failure to comply with any applicable regulatory requirements or with contractual obligations could result in our being directly or indirectly liable for costs, fines or penalties and third-party claims, and could jeopardize our ability to conduct business in the jurisdictions implementing them.

In addition, as global warming issues become more prevalent, the U.S. and foreign governments are beginning to respond to these issues. This increasing governmental focus on global warming may result in new environmental regulations that may negatively affect us, our suppliers and our customers. This could cause us to incur additional direct costs in complying with any new environmental regulations, as well as increased indirect costs resulting from our customers, suppliers or both incurring additional compliance costs that get passed on to us. These costs may adversely impact our operations and financial condition.

Certain of our existing stockholders have significant control.

At February 29, 2008, our executive officers, directors and certain of their family members collectively beneficially owned 12.9% of our outstanding common stock, of which William D. Morean, our Chairman of the Board, beneficially owned 7.7%. As a result, our executive officers, directors and certain of their family members have significant influence over (1) the election of our Board of Directors, (2) the approval or disapproval of any other matters requiring stockholder approval and (3) the affairs and policies of Jabil.

We are subject to the risk of increased taxes.

We base our tax position upon the anticipated nature and conduct of our business and upon our understanding of the tax laws of the various countries in which we have assets or conduct activities. Our tax position, however, is subject to review and possible challenge by taxing authorities and to possible changes in law. We cannot determine in advance the extent to which some jurisdictions may assess additional tax or interest and penalties on such additional taxes. In addition, our effective tax rate may be increased by the generation of higher income in countries with higher tax rates, or changes in local tax rates. For example, China enacted a new unified enterprise income tax law, effective January 1, 2008, which will result in a higher tax rate on operations in China as the rate increase is phased in over several years.

 

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Several countries in which we are located allow for tax holidays or provide other tax incentives to attract and retain business. We have obtained holidays or other incentives where available and practicable. Our taxes could increase if certain tax holidays or incentives are retracted (which in some cases could occur if we fail to satisfy the conditions on which such holidays or incentives are based), or if they are not renewed upon expiration, or tax rates applicable to us in such jurisdictions are otherwise increased. It is anticipated that tax incentives with respect to certain operations will expire within the next two years. However, due to the possibility of changes in existing tax law and our operations, we are unable to predict how these expirations will impact us in the future. In addition, acquisitions may cause our effective tax rate to increase, depending on the jurisdictions in which the acquired operations are located.

Our credit rating has recently been downgraded by one of our rating agencies and is subject to further change.

Our credit is rated by credit rating agencies. As of February 29, 2008, our 5.875% Senior Notes and our 8.250% Senior Notes were rated BB+ by Fitch Ratings (“Fitch”), Ba1 by Moody’s and BBB- by S&P. Subsequently, on April 2, 2008, S&P downgraded our 5.875% Senior Notes and our 8.250% Senior Notes to BB+. As a result of this downgrade, our 5.875% Senior Notes and 8.250% Senior Notes are now considered to be below “investment grade” debt by all three rating agencies. This rating downgrade, along with those by Fitch in October 2007 and Moody’s in February 2007, and any potential future negative change in our credit rating, may make it more expensive for us to raise additional capital in the future on terms that are acceptable to us, if at all; may negatively impact the price of our common stock; and may have other negative implications on our business, many of which are beyond our control. In addition, as discussed above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” the interest rate payable on the 8.250% Notes is subject to adjustment from time to time if our credit ratings change. Thus, any potential future negative change in our credit rating may increase the interest rate payable on the 8.250% Notes.

Our amount of debt could significantly increase in the future.

As of February 29, 2008, our debt obligations consisted of $250.0 million in principal amount outstanding under our 8.250% Notes, $300.0 million in principal amount outstanding under our 5.875% Senior Notes and $400.0 million outstanding under the term portion of our Credit Facility. As of February 29, 2008, there was $191.7 million outstanding under various bank loans to certain of our foreign subsidiaries and under various other debt obligations. Refer to Note 14 – “Significant Changes to Notes Payable and Long-Term Debt” to the Condensed Consolidated Financial Statements for further details.

As of February 29, 2008, we have the ability to borrow up to $800.0 million under the revolving credit portion of our Credit Facility. In addition, the Credit Facility contemplates a potential increase of the revolving credit portion of up to an additional $200.0 million, if we and the lenders later agree to such increase. We could incur additional indebtedness in the future in the form of bank loans, notes or convertible securities.

Should we desire to consummate significant additional acquisition opportunities or undertake significant additional expansion activities, our capital needs would increase and could possibly result in our need to increase available borrowings under our revolving credit facilities or access public or private debt and equity markets. There can be no assurance, however, that we would be successful in raising additional debt or equity on terms that we would consider acceptable.

An increase in the level of our indebtedness, among other things, could:

 

   

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; and

 

   

make us more vulnerable in the event of a downturn in our business.

There can be no assurance that we will be able to meet future debt service obligations.

We are subject to risks of currency fluctuations and related hedging operations.

A portion of our business is conducted in currencies other than the U.S. dollar. Changes in exchange rates among other currencies and the U.S. dollar will affect our cost of sales, operating margins and net revenue. We cannot predict the impact of future exchange rate fluctuations. We use financial instruments, primarily forward purchase contracts to economically hedge U.S. dollar and other currency commitments arising from trade accounts receivable, trade accounts payable and fixed purchase obligations. If these hedging activities are not successful or we change or reduce these hedging activities in the future, we may experience significant unexpected expenses from fluctuations in exchange rates.

 

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An adverse change in the interest rates for our borrowings could adversely affect our financial condition.

We pay interest on outstanding borrowings under our revolving credit facilities and certain other long term debt obligations at interest rates that fluctuate based upon changes in various base interest rates. An adverse change in the base rates upon which our interest rates are determined could have a material adverse effect on our financial position, results of operations and cash flows.

We are exposed to intangible asset risk.

We have recorded intangible assets, including goodwill, which are attributable to business acquisitions. We are required to perform goodwill and intangible asset impairment tests at least on an annual basis and whenever events or circumstances indicate that the carrying value may not be recoverable from estimated future cash flows. As a result of our annual and other periodic evaluations, we may determine that the intangible asset values need to be written down to their fair values, which could result in material charges that could be adverse to our operating results and financial position.

Customer relationships with emerging companies may present more risks than with established companies.

Customer relationships with emerging companies present special risks because such companies do not have an extensive product history. As a result, there is less demonstration of market acceptance of their products making it harder for us to anticipate needs and requirements than with established customers. In addition, due to the current economic environment, additional funding for such companies may be more difficult to obtain and these customer relationships may not continue or materialize to the extent we planned or we previously experienced. This tightening of financing for start-up customers, together with many start-up customers’ lack of prior operations and unproven product markets increase our credit risk, especially in accounts receivable and inventories. Although we perform ongoing credit evaluations of our customers and adjust our allowance for doubtful accounts receivable for all customers, including start-up customers, based on the information available, these allowances may not be adequate. This risk exists for any new emerging company customers in the future.

Our stock price may be volatile.

Our common stock is traded on the New York Stock Exchange (the “NYSE”). The market price of our common stock has fluctuated substantially in the past and could fluctuate substantially in the future, based on a variety of factors, including future announcements covering us or our key customers or competitors, government regulations, litigation, changes in earnings estimates by analysts, fluctuations in quarterly operating results, or general conditions in our industry and the aerospace, automotive, computing, consumer, defense, instrumentation, medical, networking, peripherals, storage and telecommunications industries. Furthermore, stock prices for many companies and high technology companies in particular, fluctuate widely for reasons that may be unrelated to their operating results. Those fluctuations and general economic, political and market conditions, such as recessions or international currency fluctuations and demand for our services, may adversely affect the market price of our common stock.

Provisions in our charter documents and state law may make it harder for others to obtain control of us even though some shareholders might consider such a development to be favorable.

Our shareholder rights plan, provisions of our amended certificate of incorporation and the Delaware Corporation Laws may delay, inhibit or prevent someone from gaining control of us through a tender offer, business combination, proxy contest or some other method. These provisions may adversely impact our shareholders because they may decrease the possibility of a transaction in which our shareholders receive an amount of consideration in exchange for their shares that is at a significant premium to the then current market price of our shares. These provisions include:

 

   

a “poison pill” shareholder rights plan;

 

   

a statutory restriction 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.

Changes in the securities laws and regulations have increased, and are likely to continue to increase, our costs.

The Sarbanes-Oxley Act of 2002 required changes in some of our corporate governance, securities disclosure and compliance practices. In response to the requirements of that Act, the SEC and the NYSE promulgated new rules on a variety of subjects. Compliance with these new rules has increased our legal and financial and accounting costs, and we expect these increased costs to continue for the foreseeable future. These developments have made it more difficult and more expensive for us to obtain director and officer liability insurance, and we have faced accepting reduced coverage or incurring substantially higher costs to obtain coverage. All of these developments may make it more difficult for us to attract and retain qualified members of our Board of Directors or qualified executive officers.

 

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Due to inherent limitations, there can be no assurance that our system of disclosure and internal controls and procedures will be successful in preventing all errors or fraud, or in informing management of all material information in a timely manner.

Our management, including our CEO and CFO, does not expect that our disclosure controls and internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system reflects that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur simply because of error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

If we receive other than an unqualified opinion on the adequacy of our internal control over financial reporting as of August 31, 2008 and future year-ends as required by Section 404 of the Sarbanes-Oxley Act of 2002, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of your shares.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include an annual report on internal control over financial reporting reports on Form 10-K that contains an assessment by management of the effectiveness of the company’s internal control over financial reporting. The independent registered public accounting firm KPMG LLP issued an unqualified opinion on the adequacy of our internal control over financial reporting as of August 31, 2007. While we continuously conduct a rigorous review of our internal control over financial reporting in order to assure compliance with the Section 404 requirements, if our independent auditors interpret the Section 404 requirements and the related rules and regulations differently from us or if our independent auditors are not satisfied with our internal control over financial reporting or with the level at which it is documented, operated or reviewed, they may decline to attest to management’s assessment or issue a qualified report. A qualified opinion could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

In addition, we have spent a significant amount of resources in complying with Section 404’s requirements. For the foreseeable future, we will likely continue to spend substantial amounts complying with Section 404’s requirements, as well as improving and enhancing our internal control over financial reporting.

There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with U.S. GAAP. Any changes in estimates, judgments and assumptions could have a material adverse effect on our business, financial position and results of operations.

The consolidated and condensed consolidated financial statements included in the periodic reports we file with the SEC are prepared in accordance with U.S. GAAP. The preparation of financial statements in accordance with U.S. GAAP involves making estimates, judgments and assumptions that affect reported amounts of assets (including intangible assets), liabilities and related reserves, revenues, expenses and income. Estimates, judgments and assumptions are inherently subject to change in the future, and any such changes could result in corresponding changes to the amounts of assets, liabilities, revenues, expenses and income. Any such changes could have a material adverse effect on our financial position and results of operations.

We are subject to risks associated with natural disasters and global events.

Our operations may be subject to natural disasters or other business disruptions, which could seriously harm our results of operation and increase our costs and expenses. We are susceptible to losses and interruptions caused by hurricanes (including in Florida, where our headquarters are located), earthquakes, power shortages, telecommunications failures, water shortages, tsunamis, floods, typhoons, fire, extreme weather conditions, geopolitical events such as terrorist acts and other natural or manmade disasters. Our insurance coverage with respect to natural disasters is limited and is subject to deductibles and coverage limits. Such coverage may not be adequate, or may not continue to be available at commercially reasonable rates and terms.

 

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Energy price increases may negatively impact our results of operations.

Certain of the components that we use in our manufacturing activities are petroleum-based. In addition, we, along with our suppliers and customers, rely on various energy sources (including oil) in our transportation activities. Over the past several years, energy prices have sharply increased and have experienced significant volatility. These increased energy prices have resulted in an increase to our raw material costs and transportation costs. In addition, the transportation costs of certain of our suppliers and customers have increased, and some of these increased costs may be passed along to us. We may not be able to increase our product prices enough to offset these increased costs. In addition, any increase in our product prices may reduce our future customer orders and profitability.

The rate of growth of gross domestic product in the U.S. has declined in the last few quarters indicating that the U.S. economy could be in or nearing a recession.

Sustained downturns or sluggishness in the U.S. economy, as well as the global economy, generally affect the markets in which we operate. In mid-2001, an overall global economic downturn resulted in a decline in demand for our customers’ products which had a negative impact on our results of operations (as well as our overall industry’s). While the recent economic conditions have not had a material negative impact on our results of operations, they may have such an impact over the next several fiscal quarters and possibly beyond.

The financial markets have recently experienced significant turmoil.

Partially as a result of this turmoil, the terms that we obtained in connection with our 8.250% Notes were not as desirable as they otherwise may have been. If we attempt to obtain future financing, the credit market turmoil could also negatively impact our ability to obtain such financing. In addition, the value of certain of our financial assets has been negatively impacted, and may be impacted in the future, by the turmoil. Finally, the credit market turmoil has negatively impacted certain of our customers, and certain of their customers. These impacts could lead to a decrease in demand for our products, as well as our customers’ products, which could result in a negative effect on our results of operations.

 

Item 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information relating to the Company’s repurchase of common stock for the second quarter of fiscal year 2008.

 

Period

   Total Number
of Shares
Purchased
    Average Price
Paid per Share
    Total Number of
Shares
Purchased as

Part of Publicly
Announced
Program
   Approximate
Dollar Value of

Shares that May
Yet Be
Purchased
Under the
Program

December 1, 2007 – December 31, 2007

   56,349 (1)   $ 20.92 (1)   —      —  

January 1, 2008 – January 31, 2008

   —         —       —      —  

February 1, 2008 – February 29, 2008

   —         —       —      —  
                       

Total

   56,349 (1)   $ 20.92 (1)   —      —  

 

(1) The number of shares reported above as purchased are attributable to shares surrendered to us by employees in payment of exercise price related to Option exercises or minimum tax obligations related to vesting of restricted shares.

 

Item 3: DEFAULTS UPON SENIOR SECURITIES

None.

 

Item 4: SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

January 17, 2008 was the date established for Jabil’s annual meeting of stockholders. Set forth below are the voting results from the proposals presented for a stockholder vote at such meeting.

 

  1. To elect the full Board of Directors.

 

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     Number of Shares
     For    Withheld

Laurence S. Grafstein

   186,060,345    3,377,992

Mel S. Lavitt

   171,236,178    18,202,159

Timothy L. Main

   181,702,445    7,735,892

William D. Morean

   181,307,886    8,130,451

Lawrence J. Murphy

   181,713,729    7,724,608

Frank A. Newman

   171,105,084    18,333,253

Steven A. Raymund

   171,419,067    18,019,270

Thomas A. Sansone

   181,527,180    7,911,157

Kathleen A. Walters

   186,206,067    3,232,270

 

2. To approve an amendment to increase the size of the Jabil Circuit, Inc. 2002 Stock Incentive Plan by 2,500,000 shares.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

92,721,764

   75,665,181    1,253,164    19,798,228

 

3. To approve KPMG LLP as the independent registered public accounting firm for the fiscal year ending August 31, 2008 for the Company.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

184,048,907

   4,135,551    1,253,879    —  

 

Item 5: OTHER INFORMATION

None.

 

Item 6: EXHIBITS

 

3.1(1)   —      Registrant’s Certificate of Incorporation, as amended.
3.2(1)   —      Registrant’s Bylaws, as amended.
4.1(2)   —      Form of Certificate for Shares of Registrant’s Common Stock.
4.2(3)   —      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.
4.3(4)   —      Senior Debt Indenture, dated as of July 21, 2003, with respect to the Senior Debt of the Registrant, between the Registrant and the Bank of New York, as trustee.
4.4(4)   —      First Supplemental Indenture, dated as of July 21, 2003, with respect to the 5.875% Senior Notes, due 2010, of the Registrant, between the Registrant and The Bank of New York, as trustee.
4.5(5)   —      Form of 8.250% Senior Notes due 2018.
4.6(5)   —      Indenture, dated January 16, 2008, by and between the Registrant and The Bank of New York Trust Company, N.A., as trustee.
4.7(5)   —      Officers’ Certificate of the Registrant pursuant to the Indenture, dated January 16, 2008.
4.8(5)   —      Registration Rights Agreement dated January 16, 2008, by and among the Registrant and the representatives of the initial purchasers of the 8.250% Senior Notes due 2018.
10.34   —      Amendment No. 9 to Receivables Purchase Agreement dated February 19, 2008 among Jabil Circuit Financial II, Inc. as seller, Jabil Circuit, Inc., as servicer, Falcon Asset Securitization Company LLC, the Financial Institutions and JP Morgan Chase Bank, N.A. (successor by merger to Bank One, N.A.) as agent.

 

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10.35       Amendment No. 10 to Receivables Purchase Agreement dated March 20, 2008 among Jabil Circuit Financial II, Inc. as seller, Jabil Circuit, Inc., as servicer, Falcon Asset Securitization Company LLC, the Financial Institutions and JP Morgan Chase Bank, N.A. (successor by merger to Bank One, N.A.) as agent.
10.36    —      Amendment No. 3 to Receivables Sale Agreement dated as of March 20, 2008 among Jabil Circuit, Inc., Jabil Circuit of Texas, L.P., Jabil Global Services, Inc., and Jabil Defense and Aerospace Services, LLC as originators and Jabil Circuit Financial II, Inc. as buyer.
31.1    —      Rule 13a-14(a)/15d-14(a) Certification by the President and Chief Executive Officer of Jabil Circuit, Inc.
31.2    —      Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of Jabil Circuit, Inc.
32.1    —      Section 1350 Certification by the President and Chief Executive Officer of Jabil Circuit, Inc.
32.2    —      Section 1350 Certification by the Chief Financial Officer of Jabil Circuit, Inc.

 

(1) Incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2000.
(2) 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).
(3) Incorporated by reference to the Registrant’s Form 8-A (File No. 001-14063) filed October 19, 2001.
(4) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed by the Registrant on July 21, 2003.
(5) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed by the Registrant on January 17, 2008.
(6) Incorporated by reference to an exhibit to the Registration Statement on Form S-4 filed by the Registrant on February 15, 2008 (File No. 333-149278).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    Jabil Circuit, Inc.
    Registrant
Date: April 9, 2008     By:  

/s/ TIMOTHY L. MAIN

      Timothy L. Main
      President and Chief Executive Officer
Date: April 9, 2008     By:   /s/ FORBES I.J. ALEXANDER
      Forbes I.J. Alexander
      Chief Financial Officer

 

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Exhibit Index

 

Exhibit No.

  

Description

31.1   —      Rule 13a-14(a)/15d-14(a) Certification by the President and Chief Executive Officer of Jabil Circuit, Inc.
31.2   —      Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of Jabil Circuit, Inc.
32.1   —      Section 1350 Certification by the President and Chief Executive Officer of Jabil Circuit, Inc.
32.2   —      Section 1350 Certification by the Chief Financial Officer of Jabil Circuit, Inc.

 

67

EXHIBIT 10.34

AMENDMENT NO. 9

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of February 19, 2008

THIS AMENDMENT NO. 9 (this “ Amendment ”) is entered into as of February 19, 2008 by and among Jabil Circuit Financial II, Inc., a Delaware corporation (the “ Seller ”), Jabil Circuit, Inc., a Delaware corporation (the “ Servicer ”), Falcon Asset Securitization Company LLC (“ Falcon ”), the financial institutions party hereto (the “ Financial Institutions ”) and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent (the “ Agent ”).

PRELIMINARY STATEMENTS

A. The Seller, the Servicer, Falcon, the Financial Institutions and the Agent are parties to that certain Receivables Purchase Agreement dated as of February 25, 2004 (as amended prior to the date hereof and as otherwise amended, restated, supplemented or otherwise modified from time to time, the “ RPA ”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the RPA.

B. The Seller, the Servicer, Falcon, the Financial Institutions and the Agent have agreed to amend the RPA on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Amendment . Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, Exhibit I to the RPA is hereby amended to delete the definition of “Liquidity Termination Date” contained therein in its entirety and replace it with the following:

Liquidity Termination Date ” means March 21, 2008.

Section 2. Conditions Precedent . This Amendment shall become effective and be deemed effective, as of the date first above written, upon the latest to occur of (i) the date hereof and (ii) receipt by the Agent of one copy of this Amendment duly executed by each of the parties hereto.

Section 3. Covenants, Representations and Warranties of the Seller and the Servicer .

(a) Upon the effectiveness of this Amendment, each of the Seller and the Servicer hereby reaffirms all covenants, representations and warranties made by it in the RPA, as amended, and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment.


(b) Each of the Seller and the Servicer hereby represents and warrants as to itself (i) that this Amendment constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity which may limit the availability of equitable remedies and (ii) upon the effectiveness of this Amendment, that no event shall have occurred and be continuing which constitutes an Amortization Event or a Potential Amortization Event.

Section 4. Fees, Costs, Expenses and Taxes . Without limiting the rights of the Agent and the Purchasers set forth in the RPA and the other Transaction Documents, the Seller agrees to pay on demand all reasonable fees and out-of-pocket expenses of counsel for the Agent and the Purchasers incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered in connection herewith and with respect to advising the Agent and the Purchasers as to their rights and responsibilities hereunder and thereunder.

Section 5. Reference to and Effect on the RPA .

(a) Upon the effectiveness of this Amendment, each reference in the RPA to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the RPA as amended hereby, and each reference to the RPA in any other document, instrument or agreement executed and/or delivered in connection with the RPA shall mean and be a reference to the RPA as amended hereby.

(b) Except as specifically amended hereby, the RPA and other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Purchaser or the Agent under the RPA or any of the other Transaction Documents, nor constitute a waiver of any provision contained therein.

Section 6. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

Section 7. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

Section 8. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

 

2


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date first set forth above by their respective officers thereto duly authorized, to be effective as hereinabove provided.

 

JABIL CIRCUIT FINANCIAL II, INC., as Seller
By:  

/s/ STEPHEN KERR

Name:   Stephen Kerr
Title:   Vice President and Secretary
JABIL CIRCUIT, INC., as Servicer
By:  

/s/ SERGIO CADAVID

Name:   Sergio A. Cadavid
Title:   Treasurer


FALCON ASSET SECURITIZATION COMPANY LLC
  By: JPMorgan Chase Bank, N.A., as its attorney-in-fact
By:  

/s/ MAUREEN E. MARCON

Name:   Maureen E. Marcon
Title:   Vice President
JPMORGAN CHASE BANK, N.A.
 

(successor by merger to Bank One, N.A. (Main Office Chicago)),

as a Financial Institution and as Agent

By:  

/s/ MAUREEN E. MARCON

Name:   Maureen E. Marcon
Title:   Vice President

EXHIBIT 10.35

AMENDMENT NO. 10

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of March 20, 2008

THIS AMENDMENT NO. 10 (this “ Amendment ”) is entered into as of March 20, 2008 by and among Jabil Circuit Financial II, Inc., a Delaware corporation (the “ Seller ”), Jabil Circuit, Inc., a Delaware corporation (the “ Servicer ”), Falcon Asset Securitization Company LLC (“ Falcon ”), the financial institutions party hereto (the “ Financial Institutions ”) and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as Agent (the “ Agent ”).

PRELIMINARY STATEMENTS

A. The Seller, the Servicer, Falcon, the Financial Institutions and the Agent are parties to that certain Receivables Purchase Agreement dated as of February 25, 2004 (as amended prior to the date hereof and as otherwise amended, restated, supplemented or otherwise modified from time to time, the “ RPA ”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the RPA.

B. The Seller, the Servicer, Falcon, the Financial Institutions and the Agent have agreed to amend the RPA on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Amendments . Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the RPA is hereby amended as follows:

(a) Article II of the RPA is hereby amended to replace Section 2.8 with the following:

Section 2.8 Optional Sale and Release of Charged-Off Receivables .

(a) Subject to the conditions set forth below, from time to time Seller may sell and assign all of its right, title and interest in and to all or any portion of the Charged-Off Receivables then held by Seller to Servicer in connection with a sale by Servicer of such Charged-Off Receivables to a third party. The purchase price for such Charged-Off Receivables shall be paid by Servicer to Seller on the date of such sale and shall equal the fair market value of such Charged-Off Receivables based on the price paid by the third party to the Servicer, which may be reduced by an amount agreed upon by Seller and Servicer sufficient to compensate Servicer fairly for the service of arranging such sale. Any such sale by the


Seller of Charged-Off Receivables (i) shall occur on the same day as the sale from the Servicer to the third party purchaser of the same Charged-Off Receivables, (ii) shall be without representation, warranty or recourse of any kind by or against Seller, other than that Seller hereby represents to Servicer that, subject to the satisfaction of the conditions set forth in this Section 2.8 for the release of the Agent’s security interest, such Charged-Off Receivables shall not be subject to any Adverse Claim created by Seller, and (iii) shall be governed by a transfer agreement in substantially the form of Exhibit XII or another document or instrument that has been approved in writing by the Agent prior to such sale.

(b) On or prior to the fifth (5 th ) Business Day prior to the date on which the Charged-Off Receivables will be sold by Seller (the “ Sale Date ”), Seller shall give the Agent written notice that all or the designated portion of the Charged-Off Receivables then held by Seller are to be sold to Servicer (the “ Designated Charged-Off Receivables ”). Any such sale shall be effected as of the opening of business on the applicable Sale Date. Seller shall be permitted to designate and sell all of its right, title and interest in and to the Designated Charged-Off Receivables to Servicer only upon satisfaction of the condition that on or prior to the Sale Date, Seller shall have delivered to the Agent (1) for execution by the Agent on behalf of the Purchasers a written assignment in substantially the form of Exhibit XIII (a “ Reassignment ”) assigning to Seller all right, title and interest in and to each Purchaser in the Designated Charged-Off Receivables, all Related Security with respect to the Designated Charged-Off Receivables and all proceeds thereof and (2) a computer file or other list of the Designated Charged-Off Receivables.

(c) Upon satisfaction of the above conditions on or prior to the Sale Date, the Agent shall, at the expense of Seller, execute and deliver the Reassignment to Seller. In addition, the Agent shall, at the expense of Seller, take all other actions reasonably requested by Seller, including the filing of any UCC-3, necessary to terminate and release all liens, claims and security interests of the Agent or the Purchasers in the Designated Charged-Off Receivables, all Related Security with respect to the Designated Charged-Off Receivables and all proceeds thereof created under this Agreement. On the Sale Date, Seller shall cause the proceeds of the sale of all Designated Charged-Off Receivables on such Sale Date to be deposited into a Collection Account for which a Collection Account Agreement is in effect.

(b) Exhibit I to the RPA is hereby amended to delete the definition of “Collections” contained therein in its entirety and replace it with the following:

Collections ” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, (i) all yield, Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable and (ii) the proceeds of any sale of Designated Charged-Off Receivables.

 

2


(c) Exhibit I to the RPA is hereby amended to add the following definition in alphabetical order:

Designated Charged-Off Receivable ” has the meaning set forth in Section 2.8 .

(d) Exhibit I to the RPA is hereby amended to delete the definition of “Eligible Receivables Balance” contained therein in its entirety and replace it with the following:

Eligible Receivables Balance ” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time.

(e) Exhibit I to the RPA is hereby amended to delete the definition of “Excess Setoff Amount” contained therein.

(f) Exhibit I to the RPA is hereby amended to delete the definition of “Liquidity Termination Date” contained therein in its entirety and replace it with the following:

Liquidity Termination Date ” means March 19, 2009.

(g) Exhibit I to the RPA is hereby amended to delete the definition of “Purchase Limit” contained therein in its entirety and replace it with the following:

Purchase Limit ” means $280,000,000.

(h) The RPA is hereby amended to add new Exhibits XII and XIII in the forms attached hereto.

(i) The Commitment amount of JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago) set forth on Schedule A to the RPA is hereby amended to delete the amount “$325,000,000” and replace it with the amount “$280,000,000”.

(j) Schedule D to the RPA is hereby replaced with the Schedule D attached hereto.

Section 2. Conditions Precedent . This Amendment shall become effective and be deemed effective, as of the date first above written, upon the latest to occur of (a) the date hereof, (b) receipt by the Agent of (i) one copy of this Amendment duly executed by each of the parties hereto, (ii) one copy of Amendment No. 3 to the Receivables Sale Agreement dated the date hereof duly executed by each of the parties thereto and (iii) one copy of the amended and restated Fee Letter dated the date hereof duly executed by each of the parties hereto, and (c) receipt by J.P. Morgan Securities Inc. (“ JPM ”) of the amendment fee to be paid by Seller pursuant to the Amendment Fee Letter dated the date hereof among the Agent, JPM, Falcon and the Seller.

 

3


Section 3. Covenants, Representations and Warranties of the Seller and the Servicer .

(a) Upon the effectiveness of this Amendment, each of the Seller and the Servicer hereby reaffirms all covenants, representations and warranties made by it in the RPA, as amended, and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment.

(b) Each of the Seller and the Servicer hereby represents and warrants as to itself (i) that this Amendment constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity which may limit the availability of equitable remedies and (ii) upon the effectiveness of this Amendment, that no event shall have occurred and be continuing which constitutes an Amortization Event or a Potential Amortization Event.

Section 4. Fees, Costs, Expenses and Taxes . Without limiting the rights of the Agent and the Purchasers set forth in the RPA and the other Transaction Documents, the Seller agrees to pay on demand all reasonable fees and out-of-pocket expenses of counsel for the Agent and the Purchasers incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered in connection herewith and with respect to advising the Agent and the Purchasers as to their rights and responsibilities hereunder and thereunder.

Section 5. Reference to and Effect on the RPA .

(a) Upon the effectiveness of this Amendment, each reference in the RPA to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the RPA as amended hereby, and each reference to the RPA in any other document, instrument or agreement executed and/or delivered in connection with the RPA shall mean and be a reference to the RPA as amended hereby.

(b) Except as specifically amended hereby, the RPA and other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Purchaser or the Agent under the RPA or any of the other Transaction Documents, nor constitute a waiver of any provision contained therein.

Section 6. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

 

4


Section 7. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

Section 8. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

Section 9. Consent to RSA Amendment . Each of the Agent and the Purchasers hereby consents to the amendment included in Amendment No. 3 to the Receivables Sale Agreement dated the date hereof.

 

5


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date first set forth above by their respective officers thereto duly authorized, to be effective as hereinabove provided.

 

JABIL CIRCUIT FINANCIAL II, INC., as Seller
By:  

/s/ MARTY SHOOTER

Name:   Marty Shooter
Title:   President & Treasurer
JABIL CIRCUIT, INC., as Servicer
By:  

/s/ SERGIO CADAVID

Name:   Sergio Cadavid
Title:   Treasurer

 

Signature Page to

Amendment No. 10 to

Receivables Purchase Agreement


FALCON ASSET SECURITIZATION

COMPANY LLC

  By: JPMorgan Chase Bank, N.A., as its attorney-in-fact
By:  

/s/ DAVID WHITING

Name:   David Whiting
Title:   Vice President
JPMORGAN CHASE BANK, N.A.
 

(successor by merger to Bank One, NA (Main Office Chicago)),

as a Financial Institution and as Agent