Jabil Circuit, Inc.
JABIL CIRCUIT INC (Form: 10-Q, Received: 04/08/2005 16:12:08)
Table of Contents

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

     

(Mark one)
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
   
  For the quarterly period ended February 28, 2005
 
   
  or
 
   
o
  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: 0-21308

JABIL CIRCUIT, INC.

(Exact name of registrant as specified in its charter)
     
Delaware   38-1886260
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o

Indicate by checkmark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes þ No o

As of March 21, 2005, there were 202,314,860 shares of the Registrant’s Common Stock outstanding.

 
 

 


JABIL CIRCUIT, INC. AND SUBSIDIARIES
INDEX

         
       
 
       
       
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
    7  
 
       
    18  
 
       
    39  
 
       
    40  
 
       
       
 
       
    41  
 
       
    41  
 
       
    41  
 
       
    41  
 
       
    41  
 
       
    42  
 
       
    43  
  Ex-10.18 Amendment No. 2 to Receivables Purchase Agreement
  Ex-31.1 Section 302 CEO Certification
  Ex-31.2 Section 302 CFO Certification
  Ex-32.1 Section 906 CEO Certification
  Ex-32.2 Section 906 CFO Certification

2


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1: FINANCIAL STATEMENTS

JABIL CIRCUIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
                 
    February 28,     August 31,  
    2005     2004  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 779,776     $ 621,322  
Accounts receivable, less allowance for doubtful accounts of $6,496 at February 28, 2005 and $6,147 at August 31, 2004
    795,432       777,357  
Inventories
    677,087       656,681  
Prepaid expenses and other current assets
    80,562       70,143  
Deferred income taxes
    51,971       57,172  
 
           
Total current assets
    2,384,828       2,182,675  
 
               
Property, plant and equipment, net of accumulated depreciation of $655,229 at February 28, 2005 and $571,085 at August 31, 2004
    803,734       776,353  
Goodwill
    310,606       294,566  
Intangible assets, net of accumulated amortization of $115,513 at February 28, 2005 and $94,600 at August 31, 2004
    42,334       57,860  
Deferred income taxes
    23,571       5,923  
Other assets
    13,664       11,979  
 
           
Total assets
  $ 3,578,737     $ 3,329,356  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Current liabilities:
               
Current installments of notes payable, long-term debt and long-term lease obligations
  $ 644     $ 4,412  
Accounts payable
    1,009,467       937,636  
Accrued expenses
    195,535       213,418  
Income taxes payable
    10,699       3,618  
 
           
Total current liabilities
    1,216,345       1,159,084  
 
               
Notes payable, long-term debt and long-term lease obligations, less current installments
    289,888       305,194  
Other liabilities
    51,785       45,738  
 
           
Total liabilities
    1,558,018       1,510,016  
 
           
 
               
Stockholders’ equity:
               
Common stock
    202       201  
Additional paid-in capital
    1,001,072       976,129  
Retained earnings
    891,915       789,953  
Unearned compensation
    (9,524 )      
Accumulated other comprehensive income
    137,054       53,057  
 
           
Total stockholders’ equity
    2,020,719       1,819,340  
 
           
Total liabilities and stockholders’ equity
  $ 3,578,737     $ 3,329,356  
 
           

See accompanying notes to condensed consolidated financial statements.

3


Table of Contents

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 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
Net revenue
  $ 1,716,006     $ 1,491,876     $ 3,549,381     $ 3,000,870  
Cost of revenue
    1,575,555       1,360,549       3,254,072       2,736,094  
 
                       
Gross profit
    140,451       131,327       295,309       264,776  
Operating expenses:
                               
Selling, general and administrative
    66,137       65,986       134,226       131,995  
Research and development
    6,175       3,184       12,094       6,090  
Amortization of intangibles
    10,365       11,952       20,910       22,111  
Acquisition-related charges
                      1,339  
 
                       
Operating income
    57,774       50,205       128,079       103,241  
Interest income
    (2,928 )     (1,815 )     (4,793 )     (3,471 )
Interest expense
    5,682       4,776       11,068       9,536  
 
                       
Income before income taxes
    55,020       47,244       121,804       97,176  
Income tax expense
    8,973       7,229       19,842       14,665  
 
                       
Net income
  $ 46,047     $ 40,015     $ 101,962     $ 82,511  
 
                       
 
                               
Earnings per share:
                               
Basic
  $ 0.23     $ 0.20     $ 0.51     $ 0.41  
 
                       
Diluted
  $ 0.22     $ 0.19     $ 0.49     $ 0.39  
 
                       
 
                               
Common shares used in the calculations of earnings per share:
                               
Basic
    201,930       200,267       201,699       199,946  
 
                       
Diluted
    206,459       214,738       206,112       214,413  
 
                       

See accompanying notes to condensed consolidated financial statements.

4


Table of Contents

JABIL CIRCUIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
                                 
    Three months ended     Six months ended  
    February 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
Net income
  $ 46,047     $ 40,015     $ 101,962     $ 82,511  
 
                               
Other comprehensive income (loss):
                               
Foreign currency translation adjustment
    14,774       13,383       85,595       37,892  
Change in fair market value of derivative instruments, net of tax
    (738 )     445       (1,598 )     1,217  
 
                       
Comprehensive income
  $ 60,083     $ 53,843     $ 185,959     $ 121,620  
 
                       

     Accumulated foreign currency translation gains were $138.4 million at February 28, 2005 and $52.8 million at August 31, 2004. 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.

5


Table of Contents

JABIL CIRCUIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
                 
    Six months ended  
    February 28,     February 29,  
    2005     2004  
Cash flows from operating activities:
               
Net income
  $ 101,962     $ 82,511  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    109,924       110,986  
Recognition of deferred grant proceeds
    (599 )     (824 )
Amortization of deferred stock compensation
    805        
Deferred income taxes
    (8,497 )     (1,513 )
Provision for doubtful accounts
    689       74  
Tax benefit of options exercised
    3,913        
(Gain)/loss on sale of property
    (648 )     1,245  
Change in operating assets and liabilities, exclusive of net assets acquired in business acquisitions:
               
Accounts receivable
    124,463       94,825  
Inventories
    1,793       (151,557 )
Prepaid expenses and other current assets
    11,591       (37,031 )
Other assets
    (1,293 )     2,300  
Accounts payable and accrued expenses
    (121,263 )     161,703  
Income taxes payable
    3,960       (4,976 )
 
           
Net cash provided by operating activities
    226,800       257,743  
 
           
 
               
Cash flows from investing activities:
               
Net cash paid for business acquisitions
    (5,187 )     (1,669 )
Acquisition of property, plant and equipment
    (101,137 )     (85,503 )
Proceeds from sale of property and equipment
    13,088       10,549  
 
           
Net cash used in investing activities
    (93,236 )     (76,623 )
 
           
Cash flows from financing activities:
               
Borrowings under debt agreements
    6,371        
Payments toward debt agreements and capital lease obligations
    (22,115 )     (245 )
Net proceeds from issuance of common stock under option and employee purchase plans
    10,702       18,222  
 
           
Net cash (used in)/provided by financing activities
    (5,042 )     17,977  
 
           
Effect of exchange rate changes on cash
    29,932       1,842  
 
           
Net increase in cash and cash equivalents
    158,454       200,939  
Cash and cash equivalents at beginning of period
    621,322       699,748  
 
           
Cash and cash equivalents at end of period
  $ 779,776     $ 900,687  
 
           

See accompanying notes to condensed consolidated financial statements.

6


Table of Contents

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 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 accounting principles generally accepted in the United States of America 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. 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, 2004. Operating results for the six-month period ended February 28, 2005 are not necessarily an indication of the results that may be expected for the fiscal year ending August 31, 2005.

Note 2. Inventories

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

                 
    February 28,     August 31,  
    2005     2004  
Raw materials
  $ 444,255     $ 441,968  
Work-in-process
    148,967       133,005  
Finished goods
    83,865       81,708  
 
           
Total inventories
  $ 677,087     $ 656,681  
 
           

Note 3. 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 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
Numerator:
                               
Net income
  $ 46,047     $ 40,015     $ 101,962     $ 82,511  
Interest expense on convertible debt, net of tax
          942             1,884  
 
                       
Adjusted net income
  $ 46,047     $ 40,957     $ 101,962     $ 84,395  
 
                       
 
                               
Denominator:
                               
Weighted-average common shares outstanding – basic
    201,930       200,267       201,699       199,946  
Dilutive common shares issuable upon exercise of stock options
    4,104       6,064       3,988       6,060  
Dilutive unvested common shares associated with restricted stock awards
    425             425        
Dilutive common shares issuable upon conversion of convertible notes
          8,407             8,407  
 
                       
Weighted average common shares – diluted
    206,459       214,738       206,112       214,413  
 
                       
 
                               
Earnings per share:
                               
Basic
  $ 0.23     $ 0.20     $ 0.51     $ 0.41  
 
                       
Diluted
  $ 0.22     $ 0.19     $ 0.49     $ 0.39  
 
                       

7


Table of Contents

     For the three months and six months ended February 28, 2005, options to purchase 5,255,320 and 5,274,749 shares of common stock, respectively, 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. For the three months and six months ended February 29, 2004, options to purchase 617,565 and 619,881 shares of common stock, respectively, were excluded for the same reason.

     The computation of diluted earnings per share for the three months and six months ended February 29, 2004 included 8,406,960 shares of common stock previously issuable upon the conversion of the Company’s then outstanding $345.0 million, 20-year, 1.75% convertible subordinated notes (“Convertible Notes”), as their effect would have been dilutive. The computation of diluted earnings per share for the three months and six months ended February 29, 2004 also included the elimination of $0.9 million and $1.9 million in interest expense, respectively, net of tax, on the Convertible Notes, which would have been extinguished had the conversion of the Convertible Notes occurred, as the effect of the conversion would have been dilutive. The Convertible Notes were extinguished in the third quarter of fiscal year 2004. For further discussion of the Convertible Notes, refer to Note 5 – “Notes Payable, Long-Term Debt and Long-Term Lease Obligations” to the Consolidated Financial Statements in the 2004 Annual Report on Form 10-K for the fiscal year ended August 31, 2004.

Note 4. Stock-Based Compensation

     At February 28, 2005, the Company had four stock-based employee compensation plans that are accounted for under the intrinsic value recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”). These plans provide for the grant of incentive stock options and restricted stock awards to eligible employees; and for employee purchase of common stock pursuant to the stock purchase plan.

   a. Stock Options and Employee Stock Purchase Plan

     Following the guidance of APB 25, no stock-based employee compensation expense is reflected in net income for employee stock options granted under the plans to date, as all options granted had an exercise price at least equal to the fair market value of shares of common stock on the date of the grant.

     The Financial Accounting Standards Board recently published Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment (“SFAS 123R”). SFAS 123R, which is effective from the first interim period that begins after June 15, 2005, will require that compensation cost related to share-based payment transactions, including stock options, be recognized in the financial statements. Accordingly, the Company will implement the revised standard in the first quarter of fiscal year 2006.

     On January 28, 2005, in response to the issuance of SFAS 123R, the Company’s Compensation Committee of the Board of Directors approved accelerating the vesting of most out-of-the-money, unvested stock options held by current employees, including executive officers, and directors. An option was considered out-of-the-money if the stated option exercise price was greater than the closing price, $23.31, of the Company’s common stock on the day before the Compensation Committee approved the acceleration. Unvested options to purchase approximately 7.3 million shares became exercisable as a result of the vesting acceleration. The Compensation Committee did not approve the accelerated vesting of out-of-the-money unvested performance accelerated vesting options held by certain officers of the Company as it believed that, notwithstanding the potential additional compensation expense that could be avoided by accelerating such options, the existing stated financial performance criteria should be met before any of such options are accelerated. The accelerated vesting was effective as of January 28, 2005; however, holders of incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended) to purchase 186,964 shares of common stock and holders of certain tax-qualified stock options issued to certain foreign employees to purchase 101,440 shares of common stock, have the opportunity to decline the accelerated vesting in order to prevent changing the status of the incentive stock option for federal income tax purposes to a non-qualified stock option or the restriction of the availability of favorable tax treatment under applicable foreign law. The Company’s full Board ratified the acceleration of option vesting to the extent it affected options held by members of the Compensation Committee.

8


Table of Contents

     On February 2, 2005, the Company filed a Current Report on Form 8-K disclosing the accelerated option vesting. The Form 8-K included a quantitative listing of the number of shares issuable under accelerated options to each individual director and executive officer, and to all non-officer employees in aggregate. Although the underlying financial data in the Form 8-K regarding the total financial impact of the acceleration was accurately stated, the affected number of shares attributable to certain directors and the total percentage attributable to directors and officers was slightly understated. The following table summarizes the options subject to accelerated vesting as revised:

                 
    Aggregate        
    Number of Shares     Weighted Average  
    Issuable Under     Exercise Price Per  
Directors & Executive Officers:
  Accelerated Options     Share  
Forbes I.J. Alexander
    100,000     $ 24.76  
Scott Brown
    110,500     $ 24.89  
Michel Charriau
    110,500     $ 24.89  
Meheryar “Mike” Dastoor
    52,500     $ 24.73  
Wesley “Butch” Edwards
    100,000     $ 24.76  
Laurence Grafstein
    22,000     $ 25.23  
John J. Granato
    30,000     $ 25.43  
Mel S. Lavitt
    22,000     $ 25.23  
John Lovato
    110,500     $ 24.89  
Timothy L. Main
    178,500     $ 24.89  
Joseph A. McGee
    100,000     $ 24.76  
Mark Mondello
    172,500     $ 24.67  
William D. Morean
    22,000     $ 25.23  
William D. Muir, Jr.
    100,000     $ 24.76  
Lawrence J. Murphy
    22,200     $ 25.31  
Frank A. Newman
    22,000     $ 25.23  
Robert L. Paver
    70,000     $ 25.08  
William E. Peters
    110,500     $ 24.89  
Steven A. Raymund
    22,000     $ 25.23  
Courtney J. Ryan
    100,000     $ 24.76  
Thomas A. Sansone
    22,000     $ 25.23  
 
           
Total Directors & Executive Officers
    1,599,700     $ 24.87  
Total Non-officer Employees
    5,689,367     $ 24.84  
 
           
Total
    7,289,067     $ 24.84  
 
           

     The decision to accelerate vesting of these options was made primarily to avoid recognizing compensation cost in the statement of earnings in future financial statements upon the effectiveness of SFAS 123R. Assuming that no holders of record of incentive stock options or the referenced foreign tax-favored options elect to decline the accelerated vesting, it is estimated that the maximum future compensation expense that will be avoided, based on Jabil’s implementation date for FAS 123R of September 1, 2005, will be approximately $85.0 million, of which approximately $20.1 million is related to options held by executive officers and directors of the Company. The vesting acceleration did not result in the recognition of compensation expense in net income for the three months and six months ended February 28, 2005. The pro-forma results presented in the table below include approximately $67.4 million of compensation expense for the three months and six months ended February 28, 2005 resulting from the vesting acceleration.

9


Table of Contents

     The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition and measurement provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation , to stock-based employee compensation (in thousands, except per share data):

                                 
    Three months ended     Six months ended  
    February 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
Reported net income
  $ 46,047     $ 40,015     $ 101,962     $ 82,511  
Total stock-based employee compensation expense included in the determination of reported net income, net of tax
    429             677        
Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax
    (73,833 )     (15,226 )     (85,011 )     (25,242 )
 
                       
Pro forma net income for calculation of basic earnings per share
  $ (27,357 )   $ 24,789     $ 17,628     $ 57,269  
Interest expense on convertible debt, net of tax
          942             1,884  
 
                       
Adjusted pro forma net income for calculation of diluted earnings per share
  $ (27,357 )   $ 25,731     $ 17,628     $ 59,153  
 
                       
 
                               
Earnings per share:
                               
Reported earnings per share – basic
  $ 0.23     $ 0.20     $ 0.51     $ 0.41  
 
                       
Pro forma earnings per share – basic
  $ (0.14 )   $ 0.12     $ 0.09     $ 0.29  
 
                       
 
                               
Reported earnings per share – diluted
  $ 0.22     $ 0.19     $ 0.49     $ 0.39  
 
                       
Pro forma earnings per share – diluted
  $ (0.13 )   $ 0.12     $ 0.09     $ 0.28  
 
                       

     The Company uses the Black-Scholes option-pricing model to estimate the fair value of each option on the date of grant and to estimate the value of common stock related to the employee stock purchase plan. The following weighted-average assumptions were used in the model for the periods indicated:

                                 
    Three months ended     Six months ended  
    February 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
Stock Option Plans
                               
Expected dividend yield
    0.0 %     0.0 %     0.0 %     0.0 %
Risk-free interest rate
    3.6 %     3.4 %     3.6 %     3.4 %
Expected volatility
    71.5 %     87.7 %     71.5 %     87.7 %
Expected life
  1.25 years   5 years   1.25 years   5 years
                                 
    Three months ended     Six months ended  
    February 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
Employee Stock Purchase Plans
                               
Expected dividend yield
    0.0 %     0.0 %     0.0 %     0.0 %
Risk-free interest rate
    2.6 %     1.0 %     2.6 %     1.0 %
Expected volatility
    33.0 %     41.5 %     33.0 %     41.5 %
Expected life
  0.5 years   0.5 years   0.5 years   0.5 years

10


Table of Contents

   b. Restricted Stock Awards

     During the first quarter of fiscal year 2005, the Company granted unvested common stock awards (“restricted stock”) to certain key employees pursuant to the Jabil Circuit, Inc. 2002 Stock Incentive Plan. The awards are accounted for using the measurement and recognition principles of APB 25. Accordingly, unearned compensation is measured at the date of grant and recognized as compensation expense over the period in which the awards vest. Shares awarded during the first quarter of fiscal year 2005 will vest after five years, but may vest earlier if specific performance criteria are met. At February 28, 2005, $9.5 million of unearned compensation is recorded as a reduction in stockholders’ equity as a result of the restricted stock awards. For the three months and six months ended February 28, 2005, the Company recorded $0.5 million and $0.8 million of stock-based compensation expense, respectively, in selling, general and administrative expense related to the restricted stock awards.

Note 5. Segment Information

     The Company derives its revenues from providing comprehensive electronics design, manufacturing and product management services to global electronics and technology companies. Management evaluates performance and allocates resources on a geographic basis. Prior to the first quarter of fiscal year 2005, Jabil managed its business based on four geographic regions, the United States, Europe, Asia and Latin America. In the first quarter of fiscal year 2005, the Company realigned its organizational structure to manage the United States and Latin America as one geographic region, the Americas. Accordingly, Jabil’s operating segments now consist of three geographic regions – Americas, Europe and Asia – to reflect how the Company manages its business.

     Revenues are attributed to the region in which the product is manufactured or service is performed. The services provided, manufacturing processes, class of customers and order fulfillment processes are similar and generally interchangeable across operating segments. An operating segment’s performance is evaluated based upon its pre-tax operating contribution. Pre-tax operating contribution is defined as net revenue less cost of revenue and segment selling, general and administrative expenses, and does not include research and development costs, intangible amortization, acquisition-related charges, restructuring and impairment charges, other loss (income), interest income, interest expense or income taxes. Segment pre-tax operating contribution also does not include an allocation of corporate selling, general and administrative expenses, as management does not use this information to measure the performance of the operating segments. Transactions between operating segments are generally recorded at amounts that approximate arm’s length.

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

                                 
    Three months ended     Six months ended  
    February 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
Net revenue
                               
Americas
  $ 595,049     $ 508,449     $ 1,238,176     $ 979,795  
Europe
    628,723       558,796       1,349,234       1,171,548  
Asia
    492,234       424,631       961,971       849,527  
 
                       
 
  $ 1,716,006     $ 1,491,876     $ 3,549,381     $ 3,000,870  
 
                       
                                 
    2005     2004     2005     2004  
Depreciation expense
                               
Americas
  $ 16,557     $ 16,821     $ 34,211     $ 35,799  
Europe
    15,962       14,366       27,947       29,675  
Asia
    10,490       8,910       21,203       18,463  
Corporate
    2,833       2,609       5,653       4,938  
 
                       
 
  $ 45,842     $ 42,706     $ 89,014     $ 88,875  
 
                       

11


Table of Contents

                                 
    Three months ended     Six months ended  
    February 28,     February 29,     February 28,     February 29,  
Segment income and reconciliation of income before income taxes   2005     2004     2005     2004  
Americas
  $ 31,147     $ 23,353     $ 71,339     $ 46,402  
Europe
    37,761       34,730       90,124       82,061  
Asia
    38,437       32,727       66,225       63,325  
Corporate and non-allocated charges
    (52,325 )     (43,566 )     (105,884 )     (94,612 )
 
                       
Income before income taxes
  $ 55,020     $ 47,244     $ 121,804     $ 97,176  
 
                       
                                 
Capital expenditures   2005     2004     2005     2004  
Americas
  $ 8,845     $ 11,796     $ 35,321     $ 23,990  
Europe
    12,812       20,007       27,938       40,893  
Asia
    17,599       10,359       26,411       16,395  
Corporate
    6,097       2,533       11,467       4,225  
 
                       
 
  $ 45,353     $ 44,695     $ 101,137     $ 85,503  
 
                       
                 
    February 28,     August 31,  
    2005     2004  
     
Property, plant and equipment, net
               
Americas
  $ 314,433     $ 318,926  
Europe
    220,234       200,973  
Asia
    213,644       206,788  
Corporate
    55,423       49,666  
 
           
 
  $ 803,734     $ 776,353  
 
           
 
               
Total assets
               
Americas
  $ 1,012,004     $ 973,151  
Europe
    1,417,441       1,319,187  
Asia
    939,788       896,471  
Corporate
    209,504       140,547  
 
           
 
  $ 3,578,737     $ 3,329,356  
 
           

     Foreign source revenue represented 85.2% and 85.7% of net revenue for the three months and six months ended February 28, 2005, respectively, compared to 83.8% and 85.7% of net revenue for the three months and six months ended February 29, 2004, respectively.

Note 6. Commitments and Contingencies

Legal Proceedings

     The Company is party to certain 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 its financial position, results of operations or cash flows.

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 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. The balance of the warranty provision was insignificant for all periods presented.

12


Table of Contents

Note 7. Restructuring and Impairment Charges

     During fiscal year 2001, a global economic downturn resulted in excess production capacity and a decline in customer demand for the Company’s services. As a result, during the third quarter of fiscal year 2001, the Company implemented a restructuring program to reduce its cost structure. This restructuring program included reductions in workforce, re-sizing of facilities and the transition of certain facilities from high volume manufacturing facilities into new customer development sites. During fiscal year 2001, the Company charged $27.4 million of restructuring and impairment costs against earnings.

     The macroeconomic conditions facing the Company, and the electronic manufacturing services industry as a whole, continued to deteriorate during fiscal year 2002, resulting in a continued decline in customer demand, additional excess production capacity, and customer requirements for a shift in the Company’s geographic production footprint. As a result, additional restructuring programs were implemented during fiscal year 2002. These restructuring programs included reductions in workforce, re-sizing of facilities and the closure of facilities. During fiscal year 2002, the Company charged $52.1 million of restructuring and impairment costs against earnings.

     During fiscal year 2003, the geographic production demands of the Company’s customers continued to shift. In addition to carrying out a worldwide realignment of capacity and consolidating existing facilities, the Company closed manufacturing operations in Boise, Idaho and Coventry, England. As a result, the Company charged $85.3 million of restructuring and impairment costs against earnings. These restructuring and impairment charges included employee severance and benefit costs, costs related to lease commitments, fixed asset impairments and other restructuring costs, primarily related to professional fees incurred in connection with the restructuring activities. For further discussion of the Company’s historical restructuring activities, refer to Note 13 – “Restructuring and Impairment Charges” to the Consolidated Financial Statements in the 2004 Annual Report on Form 10-K for the fiscal year ended August 31, 2004.

     There were no restructuring charges incurred during the three months and six months ended February 28, 2005 or February 29, 2004. The table below sets forth the significant components and activity in the remaining restructuring liability during the three months ended February 28, 2005 (in thousands):

                         
    Balance at             Balance at  
    November 30,     Cash     February 28,  
    2004     Payments     2005  
     
Employee severance and termination benefits
  $ 735     $ (375 )   $ 360  
Lease costs
    8,488       (1,208 )     7,280  
Other
    44       (44 )      
 
                 
Total
  $ 9,267     $ (1,627 )   $ 7,640  
 
                 

     The table below sets forth the significant components and activity in the remaining restructuring liability during the six months ended February 28, 2005 (in thousands):

                         
    Balance at             Balance at  
    August 31,     Cash     February 28,  
    2004     Payments     2005  
     
Employee severance and termination benefits
  $ 1,011     $ (651 )   $ 360  
Lease costs
    9,639       (2,359 )     7,280  
Other
    44       (44 )      
 
                 
Total
  $ 10,694     $ (3,054 )   $ 7,640  
 
                 

     At February 28, 2005, liabilities of $5.2 million, primarily for severance and benefit costs related to the remaining restructuring activities and lease commitment costs, are expected to be paid within the next twelve months. The remaining balance, consisting of lease commitment costs, is expected to be paid through August 31, 2006.

13


Table of Contents

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”). Under 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 2004 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 as defined in Note 5 – “Segment Information,” 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 any impairment of its goodwill in connection with its adoption of SFAS 142.

     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, which are being amortized on a straight-line basis over periods of up to five years. No significant residual value is estimated for the intangible assets. The value of the Company’s intangible assets purchased through business acquisitions are principally determined based on third-party valuations of the net assets acquired. Currently, the Company is in the process of finalizing the value of its intangible assets acquired from Royal Philips Electronics (“Philips”) in November 2004. See Note 9 – “Business Acquisitions” for further discussion of this acquisition. The following tables present the Company’s total purchased intangible assets at February 28, 2005 and August 31, 2004 (in thousands):

                         
    Gross              
    Carrying     Accumulated     Net Carrying  
February 28, 2005   Amount     Amortization     Amount  
Contractual agreements
  $ 157,047     $ (114,986 )   $ 42,061  
Patents
    800       (527 )     273  
 
                 
Total
  $ 157,847     $ (115,513 )   $ 42,334  
 
                 
                         
    Gross              
    Carrying     Accumulated     Net Carrying  
August 31, 2004   Amount     Amortization     Amount  
Contractual agreements
  $ 151,660     $ (94,113 )   $ 57,547  
Patents
    800       (487 )     313  
 
                 
Total
  $ 152,460     $ (94,600 )   $ 57,860  
 
                 

     Intangible asset amortization for the three months and six months ended February 28, 2005 was approximately $10.4 million and $20.9 million, respectively. Intangible asset amortization for the three and six months ended February 29, 2004 was approximately $12.0 million and $22.1 million, respectively.

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

         
Fiscal year ending August 31,   Amount  
 
2005 (remaining six months)
  $ 16,224  
2006
    16,657  
2007
    6,713  
2008
    2,740  
 
     
Total
  $ 42,334  
 
     

14


Table of Contents

     The following table presents the changes in goodwill allocated to the reportable segments during the six months ended February 28, 2005 (in thousands):

                                 
    Balance at             Foreign     Balance at  
    August 31,             Currency     February 28,  
Reportable Segment   2004     Acquired     Impact     2005  
 
Americas
  $ 61,220     $     $ 1,832     $ 63,052  
Europe
    175,386             13,422       188,808  
Asia
    57,960             786       58,746  
 
                       
Total
  $ 294,566     $     $ 16,040     $ 310,606  
 
                       

Note 9. Business Acquisitions

     The Company has made a number of acquisitions that were accounted for under the purchase method of accounting. Accordingly, the operating results of each acquired business are included in the Consolidated Financial Statements of the Company from the respective date of acquisition. In accordance with SFAS 142, goodwill related to the Company’s business acquisitions is not being amortized and will be tested for impairment annually during the fourth quarter of each fiscal year and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows.

     On November 29, 2004, the Company purchased certain television assembly operations of Philips in Kwidzyn, Poland. The Company acquired these operations in an effort to add assembly operations in the consumer industry sector and further strengthen its relationship with Philips. Simultaneous with the purchase, the Company amended its previously existing supply agreement with Philips to include the acquired operations. The acquisition was accounted for under the purchase method of accounting. Total consideration paid was approximately $19.9 million, based on foreign currency rates in effect at the date of the acquisition. Based on a preliminary third-party valuation, which is expected to be completed no later than the first quarter of fiscal year 2006, the purchase price resulted in amortizable intangible assets of approximately $2.5 million.

     Pro-forma results of operations, in respect to the acquisition described above, have not been presented because the effect of this acquisition was not material.

     There were no acquisition-related costs recorded for the six months ended February 28, 2005. In connection with the acquisitions of certain operations of Philips and NEC Corporation (“NEC”), acquisition-related costs of $1.3 million were recorded for the six months ended February 29, 2004. These costs consisted of professional fees and other incremental costs related directly to the integration of the acquired operations.

Note 10. Accounts Receivable Securitization

     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 up to $100.0 million on the sale of eligible accounts receivable of certain domestic operations. As a result of an amendment in April 2004, the program was increased to up to $120.0 million of net cash proceeds at any one time. As a result of a second amendment in February 2005, the program was renewed and increased to up to $145.0 million of net cash proceeds at any one time. 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) . 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 a fixed charge coverage ratio, consolidated net worth threshold and indebtedness to EBITDA ratio, as defined in the securitization agreement. The Company was in compliance with the respective covenants at February 28, 2005. The securitization agreement as amended expires in February 2006 and may be extended on an annual basis.

15


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 0.30% per annum of the average purchase limit and program fees of up to 0.125% of 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 28, 2005, the Company had sold $173.9 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 $111.9 million and retained an interest in the receivables of approximately $62.0 million. In connection with the securitization program, the Company recognized pretax losses on the sale of receivables of approximately $0.8 million and $1.4 million during the three and six months ended February 28, 2005, respectively.

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 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 invested in accordance with the plan investment strategy, which requires a benchmarked mix of equity and debt securities.

     During the fourth quarter of fiscal year 2002, the Company purchased operations in Brest and Meung-sur-Loire, France from Alcatel Business Systems and Valeo S.A., respectively. During the first and second quarters of fiscal year 2003, the Company purchased certain operations of Philips in Austria, Belgium, Brazil, Hong Kong/China, Hungary, India, Poland and Singapore. During the fourth quarter of fiscal year 2003, the Company purchased certain operations of NEC in Japan. These acquisitions included the assumption of certain 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 Philips acquisition, the Company also assumed certain post-retirement medical benefit plans.

     The Company uses a May 31 measurement date for substantially all of the above referenced plans. 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 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
         
Service cost
  $ 355     $ 429     $ 696     $ 830  
Interest cost
    1,236       1,109       2,421       2,128  
Expected long-term return on plan assets
    (1,145 )     (1,077 )     (2,242 )     (2,063 )
Net curtailment (gain)/loss
                       
Recognized actuarial loss
    22       117       43       224  
 
                       
Net periodic benefit cost
  $ 468     $ 578     $ 918     $ 1,119  
 
                       

     For the six months ended February 28, 2005, the Company has made contributions of approximately $0.4 million to its defined benefit pension plans. The Company presently anticipates total fiscal year 2005 contributions to approximate $0.8 million to $1.0 million.

16


Table of Contents

     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 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
         
Service cost
  $ 34     $ 14     $ 67     $ 27  
Interest cost
    15       8       28       16  
Expected long-term return on plan assets
                       
Net curtailment (gain)/loss
                       
Recognized actuarial loss
                       
 
                       
Net periodic benefit cost
  $ 49     $ 22     $ 95     $ 43  
 
                       

Note 12. New Accounting Pronouncements

     In November 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4 (“SFAS 151”). This statement amends the guidance of ARB. No 43, Chapter 4 “Inventory Pricing” and requires that abnormal amounts of idle facility expense, freight, handling costs, and wasted material be recognized as current period charges. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not anticipate that the implementation of this standard will have a material impact on its financial position, results of operations or cash flows.

     In December 2004, the Financial Accounting Standards Board (“FASB”) published SFAS 123R. SFAS 123R requires that compensation cost related to share-based payment transactions be recognized in the financial statements. Share-based payment transactions within the scope of SFAS 123R include stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee share purchase plans. The provisions of SFAS 123R are effective as of the first interim period that begins after June 15, 2005. Accordingly, the Company will implement the revised standard in the first quarter of fiscal year 2006. Currently, the Company accounts for its share-based payment transactions under the provisions of APB 25, which does not necessarily require the recognition of compensation cost in the financial statements. Management is assessing the implications of this revised standard, which may materially impact the Company’s results of operations in the first quarter of fiscal year 2006 and thereafter.

     In December 2004, FASB issued Statement of Financial Accounting Standards No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions (“SFAS 153”). This statement amends APB Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. Under SFAS 153, if a nonmonetary exchange of similar productive assets meets a commercial-substance criterion and the fair value is determinable, the transaction must be accounted for at fair value resulting in recognition of any gain or loss. The provisions of SFAS 153 are effective for nonmonetary transactions in fiscal periods that begin after June 15, 2005. The Company does not anticipate that the implementation of this standard will have a material impact on its financial position, results of operations or cash flows.

Note 13. Subsequent Event

     On March 11, 2005, the Company purchased the operations of Varian Electronics Manufacturing (“VEM”), the electronics manufacturing business segment of Varian, Inc. VEM derives its revenues primarily from customers in the aerospace, communications, and instrumentation and medical industry sectors. The Company acquired the VEM operations in an effort to enhance customer and industry sector diversification by adding additional competencies in targeted industry sectors. Total consideration paid was $195.0 million in cash, subject to adjustment based on the actual amount of certain working capital of VEM at closing.

17


Table of Contents

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, and 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. 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 in our customers’ industries, the electronic manufacturing services industry and the general economy, variability of operating results, our dependence on a limited number of major customers, the potential consolidation of our customer base, availability of components, dependence on certain industries, seasonality, variability of customer requirements, 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 restructuring to improve utilization and realize savings, other economic, business and competitive factors affecting our customers, our industry and 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 “Factors Affecting Future Results” below, as well as our Annual Report on Form 10-K for the fiscal year ended August 31, 2004, any subsequent Reports on Form 10-Q and Form 8-K and other filings with the Securities and Exchange Commission.

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 which we hereafter become aware of. You should read this document and the documents, if any, 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.

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

Overview

     We are one of the leading worldwide independent providers of electronic manufacturing services and solutions. We provide comprehensive electronics design, manufacturing and product management services to electronics and technology companies in the aerospace, automotive, computing, consumer, defense, instrumentation, medical, networking, peripherals, storage, and telecommunications industries. We offer our customers electronics design, manufacturing and product management solutions that are responsive to their outsourcing needs. We currently depend, and expect to continue to depend, upon a relatively small number of customers for a significant percentage of our net revenue. Currently, our largest customers include Cisco Systems, Inc., Hewlett-Packard Company, International Business Machines Corporation, Marconi Communications plc, Network Appliance, NEC Corporation, Nokia Corporation, Quantum Corporation, Royal Philips Electronics (“Philips”), and Valeo S.A.

18


Table of Contents

     We serve our customers with dedicated work cell business units that combine design, manufacturing and supply chain management services in a highly automated, continuous flow manufacturing environment. Our work cell 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 and direct order fulfillment; and
 
  •   repair and warranty.

     We currently conduct our operations in facilities that are located in Austria, Belgium, Brazil, China, England, France, Hungary, India, Ireland, Italy, Japan, Malaysia, Mexico, the Netherlands, Poland, Scotland, Singapore, Ukraine and the United States. Our parallel global production strategy provides our customers with the benefits of improved supply-chain management, reduced inventory obsolescence, lowered transportation costs and reduced product fulfillment time. We have identified our global presence as a key to assessing our business performance. While the services provided, the manufacturing process, the class of customers and the order fulfillment process is similar across manufacturing locations, we evaluate our business performance on a geographic basis. Prior to the first quarter of fiscal year 2005, we managed our business based on four geographic regions, the United States, Europe, Asia and Latin America. In the first quarter of fiscal year 2005, we realigned our organizational structure to manage the Unites States and Latin America as one geographic region, the Americas. Accordingly, our operating segments now consist of three geographic regions – Americas, Europe and Asia – to reflect how we manage our business.

     The electronics manufacturing services industry experienced rapid change and growth over most of the past decade as an increasing number of electronics and technology companies have chosen to outsource an increasing portion, and, in some cases, all of their manufacturing requirements. In mid-2001, our 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. Our restructuring activities included reductions in workforce, closure and re-sizing of certain facilities and the transition of certain facilities into new customer development sites. Additionally, we have made concentrated efforts to diversify our industry sectors and customer base through acquisitions and organic growth. Industry revenues have slowly increased over the last year as customer production requirements generally began to stabilize and electronics and technology companies continue to turn to outsourcing versus internal manufacturing.

Summary of Results

     Net revenue for the second quarter of fiscal year 2005 increased 15.0% to $1.7 billion compared to $1.5 billion for the same period of fiscal year 2004. Our sales levels during the second quarter of fiscal year 2005 improved across all industry sectors, demonstrating our continued trend of industry sector and customer diversification. The increase in our revenue base year-over-year represents stronger market share with our existing programs; and organic growth from new and existing customers as vertically integrated electronics and technology companies continue to convert to an outsourcing model. Additionally, we continue to enhance our business model by adding services in the areas of collaborative design, system integration, order fulfillment and repair.

19


Table of Contents

     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 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
         
Net revenue
  $ 1,716,006     $ 1,491,876     $ 3,549,381     $ 3,000,870  
Gross profit
  $ 140,451     $ 131,327     $ 295,309     $ 264,776  
Operating income
  $ 57,774     $ 50,205     $ 128,079     $ 103,241  
Net income
  $ 46,047     $ 40,015     $ 101,962     $ 82,511  
Basic earnings per share
  $ 0.23     $ 0.20     $ 0.51     $ 0.41  
Diluted earnings per share
  $ 0.22     $ 0.19     $ 0.49     $ 0.39  

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.

                                 
    Three months ended  
    February 28,     November 30,     August 31,     May 31,  
    2005     2004     2004     2004  
     
Sales cycle
  23 days   28 days   26 days   26 days
Inventory turns
  9 turns   9 turns   9 turns   9 turns
 
                               
Days in accounts receivable
  42 days   52 days   43 days   40 days
Days in inventory
  39 days   40 days   40 days   40 days
Days in accounts payable
  58 days   64 days   57 days   54 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. Days in accounts receivable have decreased 10 days during the three months ended February 28, 2005 from the prior sequential quarter. This decrease resulted primarily from the liquidation during such quarter of six days of receivables assumed in connection with our acquisition of certain operations of Philips in Kwidzyn, Poland at the end of the first quarter of fiscal 2005. The remainder of the decrease reflects lower sales levels and timing of sales during the second quarter of fiscal 2005. Days in inventory decreased one day during the three months ended February 28, 2005 from the prior sequential quarter while inventory turns have remained constant at nine during the three months ended February 28, 2005 from the prior sequential quarter. Days in accounts payable have decreased six days to 58 days during the three months ended February 28, 2005 from the prior sequential quarter. This decrease resulted from the liquidation during such quarter of six days of payables assumed in connection with our acquisition of certain operations of Philips in Kwidzyn, Poland at the end of the first quarter of fiscal 2005.

Critical Accounting Policies and Estimates

     The preparation of our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America 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 2004 Annual Report on Form 10-K for the fiscal year ended August 31, 2004.

20


Table of Contents

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 repair services, design services and excess inventory sales. Revenue from product sales and excess inventory sales is 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 revenues are 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 such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying value of the property exceeds its fair market 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.

     We have recorded intangible assets, including goodwill, principally based on third-party valuations, 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 2004 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 as defined in Note 5 – “Segment Information” to the Condensed Consolidated Financial Statements. 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.

21


Table of Contents

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 certain facilities into new customer development sites. 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 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 asset 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 (“SFAS 109”) . 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 income tax expense. For further discussion related to our income taxes, refer to Note 6 – “Income Taxes” to the Consolidated Financial Statements in our 2004 Annual Report on Form 10-K for the fiscal year ended August 31, 2004.

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 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
         
Net revenue
    100.0 %     100.0 %     100.0 %     100.0 %
Cost of revenue
    91.8 %     91.2 %     91.7 %     91.2 %
 
                       
Gross profit
    8.2 %     8.8 %     8.3 %     8.8 %

22


Table of Contents

                                 
    Three months ended     Six months ended  
    February 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
Operating expenses:
                               
Selling, general and administrative
    3.9 %     4.4 %     3.8 %     4.4 %
Research and development
    0.4 %     0.2 %     0.3 %     0.2 %
Amortization of intangibles
    0.6 %     0.8 %     0.6 %     0.8 %
Acquisition-related charges
    0.0 %     0.0 %     0.0 %     0.0 %
 
                       
Operating income
    3.3 %     3.4 %     3.6 %     3.4 %
 
                               
Interest income
    (0.2 )%     (0.1 )%     (0.1 )%     (0.1 )%
Interest expense
    0.3 %     0.3 %     0.3 %     0.3 %
 
                       
Income before income taxes
    3.2 %     3.2 %     3.4 %     3.2 %
 
                               
Income tax expense
    0.5 %     0.5 %     0.5 %     0.5 %
 
                       
 
                               
Net income
    2.7 %     2.7 %     2.9 %     2.7 %
 
                       

      Net Revenue. Our net revenue for the three months ended February 28, 2005 increased 15.0% to $1.7 billion, from $1.5 billion for the three months ended February 29, 2004. The increase for the three months ended February 28, 2005 from the same period of the previous fiscal year was due to increased sales levels across most industry sectors. Specific increases include a 35% increase in the sale of consumer products; a 48% increase in the sale of instrumentation and medical products; a 21% increase in the sale of computing and storage products; a 38% increase in the sale of peripherals products; and a 17% increase in the sale of automotive products. The increased sales levels were due to the addition of new customers and organic growth in these industry sectors. The increase in the instrumentation and medical industry sector was primarily attributable to increased sales levels as more vertical companies in this industry sector are electing to outsource their production. The increase in the consumer industry sector was primarily attributable to new and existing program growth resulting from our product diversification efforts within this sector. These increases were partially offset by a 15% decrease in the sale of networking products and a 12% decrease in the sale of telecommunications products.

     Our net revenue for the six months ended February 28, 2005 increased 18.3% to $3.5 billion, from $3.0 billion for the six months ended February 29, 2004. The increase for the six months ended February 28, 2005 from the same period of the previous fiscal year was due to increased sales levels across most industry sectors. Specific increases include a 25% increase in the sale of consumer products; a 56% increase in the sale of instrumentation and medical products; a 44% increase in the sale of peripheral products; an 18% increase in the sale of computing and storage products; and a 13% increase in the sale of automotive products. The increased sales levels were due to the addition of new customers and organic growth in these industry sectors. The increase in the instrumentation and medical industry sector was primarily attributable to increased sales levels as more vertical companies in this industry sector are electing to outsource their production. The increase in the consumer industry sector was primarily attributable to new and existing program growth resulting from our product diversification efforts within this sector. These increases were partially offset by a 4% decrease in the sale of networking products and a 5% decrease in the sale of telecommunications products.

     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 increased growth in the automotive, consumer, and instrumentation and medical products industry sectors as more vertical electronic products companies are electing to outsource their production in these areas.

23


Table of Contents

                                 
    Three months ended     Six months ended  
    February 28,     February 29,     February 28,     February 29,  
    2005     2004     2005     2004  
Automotive
    8 %     8 %     7 %     8 %
Computing and Storage
    14 %     14 %     13 %     13 %
Consumer
    25 %     21 %     28 %     26 %
Instrumentation and Medical
    15 %     11 %     14 %     11 %
Networking
    17 %     23 %     16 %     20 %
Peripherals
    8 %     6 %     8 %     6 %
Telecommunications
    9 %     12 %     9 %     11 %
Other
    4 %     5 %     5 %     5 %
 
                       
Total
    100 %     100 %     100 %     100 %
 
                       

     Foreign source revenue represented 85.2% and 85.7% of net revenue for the three months and six months ended February 28, 2005. This is compared to 83.8% and 85.7% for the three months and six months ended February 29, 2004. We expect our foreign source revenue to increase as a percentage of total net revenue due to expansion in China, Eastern Europe and India, and due to the continued shift of production to lower cost regions.

      Gross Profit. Gross profit decreased to 8.2% of net revenue for the three months ended February 28, 2005, from 8.8% of net revenue for the three months ended February 29, 2005. The percentage decrease for the three months ended February 28, 2005 versus the same period of fiscal year 2004 was primarily due to a higher portion of materials-based revenue (driven in part by growth in the consumer industry sector), combined with the continued shift of production to lower cost regions. In absolute dollars, gross profit for the three months ended February 28, 2005, increased $9.1 million versus the three months ended February 29, 2004 due to the increased revenue base. Gross profit decreased to 8.3% of net revenue for the six months ended February 28, 2005, from 8.8% of net revenue for the six months ended February 29, 2004. In absolute dollars, gross profit for the six months ended February 28, 2005 increased $30.5 million versus the six months ended February 29, 2004 due to the increased revenue base.

      Selling, General and Administrative. Selling, general and administrative expenses for the three months and six months ended February 28, 2005 increased to $66.1 million (3.9% of net revenue) and $134.2 million (3.8% of net revenue), respectively, compared to $66.0 million (4.4% of net revenue) and $132.0 million (4.4% of net revenue) for the three months and six months ended February 29, 2004, respectively. The absolute dollar increase for the six months ended February 28, 2005 was primarily due to a realignment of our organizational structure into three regional operating segments and costs related to compliance with the Sarbanes-Oxley Act of 2002. The decrease as a percentage of net revenue was primarily due to the increased revenue base.

      Research and Development. Research and development expenses for the three months and six months ended February 28, 2005 increased to $6.2 million (0.4% of net revenue) and $12.1 million (0.3% of net revenue), respectively, from $3.2 million (0.2% of net revenue) and $6.1 million (0.2% of net revenue) for the three months and six months ended February 29, 2004, respectively. The increase is attributed to growth in our product development activities related to new reference designs, including networking and server products, cell phone products, wireless and broadband access products, consumer products, and storage products. We also continued efforts in the design of circuit board assembly; mechanical design and the related production design process; and the development of new advanced manufacturing technologies.

      Amortization of Intangibles. We recorded $10.4 million and $20.9 million of amortization of intangible assets for the three months and six months ended February 28, 2005, respectively, as compared to $12.0 million and $22.1 million for the three months and six months ended February 29, 2004, respectively. 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. There were no restructuring charges incurred during the six months ended February 28, 2005 and February 29, 2004. As of February 28, 2005, liabilities related to restructuring activities carried out prior to August 31, 2003 total approximately $7.6 million. Approximately $5.2 million of this total is expected to be paid out within the next twelve months for severance and benefit payments related to the remaining restructuring activities and lease commitment costs. The remaining balance, consisting of lease commitment costs, is expected to be paid out through August 31, 2006.

24


Table of Contents

     The historical restructuring programs discussed in Note 7 – “Restructuring and Impairment Charges” to the Condensed Consolidated Financial Statements have allowed us to align our production capacity and shift our geographic footprint to meet current customer requirements. 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. A change in any of these factors could result in additional restructuring and impairment charges in the future.

      Interest Income. Interest income increased to $2.9 million and $4.8 million for the three months and six months ended February 28, 2005, respectively, from $1.8 million and $3.5 million for the three months and six months ended February 29, 2004, respectively. The increase was primarily due to higher interest yields on cash deposits and short-term investments.

      Interest Expense. Interest expense increased to $5.7 million and $11.1 million for the three months and six months ended February 28, 2005, respectively, from $4.8 million and $9.5 million for the three months and six months ended February 29, 2005, respectively. The increase was primarily a result of higher base interest rates related to our $300.0 million 5.875% senior notes issued in July of 2003 (the “Senior Notes”), as we have an interest rate swap in place that effectively converts the fixed interest rate of the Senior Notes to a variable rate. The increase was partially offset by the redemption of our Convertible Notes in May 2004.

      Income Taxes. Income tax expense reflects an effective tax rate of 16.3% for both the three months and six months ended February 28, 2005, respectively, as compared to an effective rate of 15.3% and 15.1% for the three months and six months ended February 29, 2004, respectively. The tax rate is predominantly a function of the mix of tax rates in the various jurisdictions in which we do business. As the proportion of our income derived from foreign sources has increased, our effective tax rate, excluding the impact of restructuring charges, has decreased. Our international operations have historically been taxed at a lower rate than in the United States, primarily due to tax incentives, including tax holidays, granted to our sites in Malaysia, China, Brazil, Poland, Ukraine and Hungary that expire at various dates through 2030. Such tax holidays are subject to conditions with which we expect to continue to comply.

     In October 2004, the President signed into law the “American Jobs Creation Act of 2004” (“the Act”). The Act creates a temporary incentive for U.S. multinational companies to repatriate accumulated foreign earnings by providing an 85% dividends received deduction for certain eligible dividends The deduction is subject to a number of limitations and requirements, including a formal plan for domestic reinvestment of the dividends. In December 2004, the FASB issued FASB Staff Position No. 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (“FSP 109-2”). FSP 109-2 provides guidance under SFAS 109 with respect to recording the potential impact of the repatriation provisions of the Act on enterprises’ income tax expense and deferred tax liability. FSP 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS 109. The Company may make this election with respect to repatriation of qualifying earnings in either fiscal year 2005 or 2006. We are currently evaluating the effects of the repatriation provision and expect to complete the evaluation no later than the second quarter of fiscal year 2006. At this time, the range of earnings that may be repatriated and the potential range of income tax effects of such repatriation cannot be reasonably estimated.

Acquisitions and Expansion

     We have made a number of acquisitions that were accounted for under the purchase method of accounting. Our consolidated financial statements include the operating results of each business from the date of acquisition. See “Factors Affecting Future Results – We may not achieve expected profitability from our acquisitions.” For further discussion of our acquisitions, see Note 9 – “Business Acquisitions” and Note 13 – “Subsequent Event” to the Condensed Consolidated Financial Statements and Note 12 – “Business Acquisitions” to the Consolidated Financial Statements in our 2004 Annual Report on Form 10-K for the fiscal year ended August 31, 2004.

25


Table of Contents

Seasonality

     Production levels for our consumer and automotive industry sectors are subject to seasonal influences. We may realize greater net revenue during our first fiscal quarter, which includes a majority of the holiday selling season. Therefore, quarterly and year-to-date results should not be relied upon as necessarily indicative of results for the entire fiscal year.

Liquidity and Capital Resources

     At February 28, 2005, our principal sources of liquidity consisted of cash, available borrowings under our credit facilities and our accounts receivable securitization program. The following table sets forth, for the periods indicated, selected consolidated cash flow information (in thousands).

                 
    Six months ended  
    February 28,     February 29,  
    2005     2004  
Net cash provided by operating activities
  $ 226,800     $ 257,743  
Net cash used in investing activities
    (93,236 )     (76,623 )
Net cash (used in) provided by financing activities
    (5,042 )     17,977  
Effect of exchange rate changes on cash
    29,932       1,842  
 
           
Net increase in cash and cash equivalents
  $ 158,454     $ 200,939  
 
           

     We generated $226.8 million of cash from operating activities for the six months ended February 28, 2005. This consisted primarily of $102.0 million of net income, $109.9 million of non-cash depreciation and amortization charges and $124.5 million of decreases in accounts receivable, offset by $121.3 million of decreases for accounts payable and accrued expenses. The decrease in accounts receivable was due to the timing of sales in fiscal year 2005, and the sale of $32.5 million of receivables to a non-related third party. The decrease in accounts payable and accrued expenses was due primarily to lower purchasing levels at the end of the second quarter of fiscal year 2005 and the timing of purchases in the second quarter of fiscal year 2005.

     Net cash used in investing activities of $93.2 million for the six months ended February 28, 2005 consisted of our capital expenditures of $101.1 million for manufacturing and computer equipment to support our ongoing business and expansion activities in China, Eastern Europe and India; and net cash of $5.2 million paid for the acquisition of certain television assembly operations of Philips in Kwidzyn, Poland. These expenditures were offset by $13.1 million of proceeds from the sale of property and equipment.

     Net cash used in financing activities of $5.0 million for the six months ended February 28, 2005 resulted from payments on notes payable, long-term debt and capital lease obligations, which included approximately $15.4 million, based on currency exchange rates at the payment date, paid to reduce the outstanding balance of our five-year term loan for a Japanese subsidiary with a Japanese bank. These payments were partially offset by $10.7 million net proceeds for the six-month period from the issuance of common stock under option plans and employee stock purchase plans. Additionally, in December 2004 we entered into a $6.4 million short-term borrowing agreement, based on currency exchange rates at the borrowing date, for a Polish subsidiary with a Polish bank. This short-term borrowing was repaid in full prior to February 28, 2005.

     During the fourth quarter of fiscal year 2003, we amended and revised our then existing credit facility and established a three-year, $400.0 million unsecured revolving credit facility with a syndicate of banks (the “Amended Revolver”). Under the terms of the Amended Revolver, borrowings can be made under either floating rate loans or Eurodollar rate loans. We pay interest on outstanding floating rate loans at the greater of the agent’s prime rate or 0.50% plus the federal funds rate. We pay interest on outstanding Eurodollar loans at the London Interbank Offered Rate (“LIBOR”) in effect at the loan inception plus a spread of 0.65% to 1.35%. We pay a facility fee based on the committed amount of the Amended Revolver at a rate equal to 0.225% to 0.40%. We also pay a usage fee if our borrowings on the Amended Revolver exceed 33-1/3% of the aggregate commitment. The usage fee rate ranges from 0.125% to 0.25%. The interest spread, facility fee and usage fee are determined based on our general corporate rating or rating of our senior unsecured long-term indebtedness as determined by Standard and Poor’s Rating Service and Moody’s Investor Service. As of February 28, 2005, the interest spread on the Amended Revolver was 1.325%.

26


Table of Contents

The Amended Revolver expires on July 14, 2006 and outstanding borrowings are then due and payable. The Amended Revolver requires compliance with several financial covenants including a fixed charge coverage ratio, consolidated net worth threshold and indebtedness to EBITDA ratio, as defined in the Amended Revolver. The Amended Revolver requires compliance with certain operating covenants, which limit, among other things, our incurrence of additional indebtedness. We were in compliance with the respective covenants at February 28, 2005. At February 28, 2005, there were no borrowings outstanding on the Amended Revolver. On March 10, 2005, we borrowed $80.0 million against the Amended Revolver to partially fund the acquisition Varian Electronics Manufacturing, the electronics manufacturing business segment of Varian, Inc., which was consummated on March 11, 2005. Management currently intends to repay this borrowing in full during the third quarter of fiscal year 2005 from cash provided by operations.

     On December 2, 2004, we renewed our existing 0.6 billion Japanese yen (approximately $5.7 million based on currency exchange rates at February 28, 2005) credit facility for a Japanese subsidiary with a Japanese bank. Under the terms of the facility, we pay interest on outstanding borrowings based on the Tokyo Interbank Offered Rate plus a spread of 1.75%. The credit facility expires on December 2, 2005 and any outstanding borrowings are then due and payable. At February 28, 2005 there were no borrowings outstanding under this facility.

     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 up to $100.0 million on the sale of eligible accounts receivable of certain domestic operations. As a result of an amendment in April 2004, the program was increased to up to $120.0 million of net cash proceeds at any one time. As a result of a second amendment in February 2005, the program was renewed and increased to up to $145.0 million of net cash proceeds at any one time. 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 a fixed charge coverage ratio, consolidated net worth threshold and indebtedness to EBITDA ratio, as defined in the securitization agreement. We were in compliance with the respective covenants at February 28, 2005. The securitization agreement as amended expires in February 2006 and may be extended on an annual basis. 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 Consolidated Balance Sheet and are reflected as cash provided by operating activities on the Consolidated Statement of Cash Flows. We continue to service, administer and collect the receivables sold under this program. We pay facility fees of 0.30% per annum of the average purchase limit and program fees of up to 0.125% of outstanding amounts. The investors and the securitization conduit have no recourse to the Company’s assets for failure of debtors to pay when due. As of February 28, 2005, we had sold $173.9 million of eligible accounts receivable, which represents the face amount of total outstanding receivables at that date. In exchange, we received cash proceeds of $111.9 million and retained an interest in the receivables of approximately $62.0 million. In connection with the securitization program, we recognized pretax losses on the sale of receivables of approximately $0.8 million and $1.4 million during the three and six months ended February 28, 2005

     During the fourth quarter of fiscal year 2004, we negotiated a two-year, $100.0 thousand credit facility for a Ukrainian subsidiary with a Ukrainian bank. Under the terms of the facility, we pay interest on outstanding borrowings based on LIBOR plus a spread of 2.25%. The credit facility expires on June 9, 2006 and any outstanding borrowings are then due and payable. At February 28, 2005, there were no borrowings outstanding under this facility.

     We currently believe that during the next twelve months, our capital expenditures will be in the range of $200.0 million to $250.0 million, principally for machinery and equipment, and expansion in China, Eastern Europe and India. 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 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.

27


Table of Contents

     Our contractual obligations for future minimum lease payments under non-cancelable lease arrangements and short and long-term debt arrangements at February 28, 2005 are summarized below. We do not participate in, or secure financing for any unconsolidated limited purpose entities. Non-cancelable purchase commitments 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)  
            Less than 1                     After 5  
Contractual Obligations   Total     Year     1-3 Years     4-5 Years     Years  
Long-term debt and capital lease obligations
  $ 290,532     $ 644     $ 446     $     $ 289,442  
Operating leases
    135,807       34,217       57,474       32,446       11,670  
 
                             
Total contractual cash obligations
  $ 426,339     $ 34,861     $ 57,920     $ 32,446     $ 301,112  
 
                             

Factors Affecting Future Results

     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;
 
  •   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; 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 the past, changes in customer orders have had a significant effect on our results of operations due to corresponding changes in the level of our overhead absorption. 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.”

28


Table of Contents

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.

     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. 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 revenues 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, manufacturing and product management 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, manufacturing and product management services arrangements with us or significantly change, reduce or delay the amount of services ordered from us. If they do, it could have a material adverse effect on our results of operations. In addition, we generate significant account receivables in connection with providing design, manufacturing and product management 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 “Business — Customers and Marketing” of our 2004 Annual Report on Form 10-K for the fiscal year ended August 21, 2004 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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

     In the current economic climate, consolidation in industries that utilize electronics components may further increase as companies combine to achieve further economies of scale and other synergies. Consolidation in industries that utilize electronics components could result in an increase in excess manufacturing capacity as companies seek to divest manufacturing operations or eliminate duplicative product lines. Excess manufacturing capacity has increased, and may continue to 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 revenues 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 may be adversely affected by rapid technological change.

     Our customers compete in markets that are characterized by rapidly changing technology, evolving industry standards and continuous improvements in products and services. These conditions frequently result in short product life cycles. Our success will depend largely on the success achieved by our customers in developing and marketing their products. If technologies or standards supported by our customers’ products become obsolete or fail to gain widespread commercial acceptance, our business could be materially adversely affected.

We depend on industries that utilize electronics components, which continually produces technologically advanced products with short life cycles; our inability to continually manufacture such products on a cost-effective basis would harm our business.

     Factors affecting the industries that utilize electronics components in general 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.

If any of these factors materialize, our business would suffer.

29


Table of Contents

     In addition, if we are unable to offer technologically advanced, cost effective, quick response manufacturing services to customers, 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 or delay production.

     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 or delay production for a number of reasons. The success of our customers’ products in the market affects our business. Cancellations, reductions or delay by a significant customer or by a group of customers could negatively impact our operating results.

     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 reduces 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.

We compete with numerous other electronic manufacturing services 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 service providers, including Celestica, Inc., Flextronics International, Hon-Hai Precision Industry Co., Ltd., Sanmina-SCI Corporation and Solectron 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

30


Table of Contents

services, that are selling, or may begin to sell the same 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; and
 
  •   be better positioned to compete on price for their services.

     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. See “Business — Competition” of our 2004 Annual Report on Form 10-K for the fiscal year ended August 21, 2004.

Increased competition may result in decreased demand or prices for our services.

     Because our industry is highly competitive, we compete against numerous U.S. and foreign electronic manufacturing service providers with global operations, as well as those who operate on a local or regional basis. In addition, current and prospective customers continually evaluate the merits of manufacturing products internally. Some of our competitors have substantially greater managerial, manufacturing, engineering, technical, systems, R&D, sales and marketing resources than we do. Consolidation in our industry results in larger and more geographically diverse competitors who have significant combined resources with which to compete against us.

     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. 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 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 revenues 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 85.2% and 85.7% of revenues from international operations for the three and six months ended February 28, 2005, respectively. This is compared to 83.8% and 85.7% for the three and six months ended February 29, 2004, respectively. We expect our revenues from international operations to increase as a percentage of total net revenue due to expansion in China, Eastern Europe and India, and due to the continued shift of production to lower cost regions. We currently operate outside the United States in Vienna, Austria; Bruges and Hasselt, Belgium; Belo Horizonte, Manaus and Sao Paulo, Brazil; Huangpu, Panyu, Shanghai and Shenzhen, China; Coventry, England; Brest and Meung-sur-Loire, France; Szombathely and Tiszaujvaros, Hungary; Pimpri, India; Dublin, Ireland; Bergamo and Marcianise, Italy; Gotemba, Japan; Penang, Malaysia; Chihuahua, Guadalajara and Reynosa, Mexico; Amsterdam, the Netherlands; Kwidzyn, Poland; Ayr and Livingston, Scotland; Singapore City, Singapore; and Uzhgorod, Ukraine. 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;
 
  •   political and economic instability;
 
  •   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);
 
  •   governmental restrictions on the transfer of funds to us from our operations outside the United States;

31


Table of Contents

  •   burdens of complying with a wide variety of foreign laws and labor practices;
 
  •   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 revenues are 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 have grown rapidly. Our ability to manage growth effectively will require us to continue to implement and improve our operational, financial and management information systems; 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 consummate or, 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) potential liabilities of the acquired businesses; (2) costs associated with integrating acquired operations and businesses; (3) the dilutive effect of the issuance of additional equity securities; (4) the incurrence of additional debt; (5) 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; (6) possible adverse tax and accounting effects; and (7) 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 risk that key employees of the acquired businesses will leave after the acquisition; (5) unforeseen difficulties in the acquired operations; and (6) the impact on us of any unionized work force we may acquire or any labor disruptions that might occur.

     We have acquired and will continue to pursue the acquisition of manufacturing and supply chain management operations. In these acquisitions, the divesting company will typically enter into a supply arrangement with the acquiror. 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. If we are unable to attract and consummate some of these acquisition opportunities, our growth could be adversely impacted.

     Arrangements entered into with divesting companies typically involve many 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.

32


Table of Contents

  •   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 revenues or contribute positively to our earnings.

     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 revenues. 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 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, reducing staff levels, realigning our business processes and reorganizing our management. We continue to evaluate our operations and may need to undertake additional restructuring initiatives in the future. If we incur additional restructuring related charges, our financial condition and results of operations may suffer.

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. 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.”

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.

33


Table of Contents

     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 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 maintain our engineering, technological and manufacturing expertise, could have a material adverse effect on our business.

If we manufacture products containing design or manufacturing defects, or if our manufacturing processes do not comply with applicable statutory and regulatory requirements, 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-US 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 kill or seriously harm 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.

Our increasing design services offerings may result in additional exposure to product liability, intellectual property infringement and other claims.

     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. 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 infringe third-party intellectual property rights. Such claims could subject us to significant liability for damages 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 revenues 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 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.

34


Table of Contents

The success of our turnkey activity 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 may compete against the products of other companies, many of whom may own the intellectual property rights underlying those products. As a result, we could become subject to claims of intellectual property infringement. Additionally, customers for our turnkey solutions services 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 such an infringement 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.

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. 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 and in our corporate location. We are in the process of installing this system in certain of our remaining plants, 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 cost.

35


Table of Contents

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

     We are subject to a variety of federal, state, local and foreign environmental regulations relating to the use, storage, discharge and disposal of hazardous chemicals used during our manufacturing process. If we fail to comply with any present and future regulations, we could be subject to future liabilities or the suspension of production. 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.

Certain of our existing stockholders have significant control.

     At February 28, 2005, our executive officers, directors and certain of their family members collectively beneficially owned 18.3% of our outstanding common stock, of which William D. Morean, our Chairman of the Board, beneficially owned 12.0%. 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.

     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. Our taxes could increase if certain tax holidays or incentives are retracted, or if they are not renewed upon expiration, or tax rates applicable to us in such jurisdictions are otherwise increased. In addition, further acquisitions may cause our effective tax rate to increase.

Our credit rating is subject to change.

     Our credit is rated by credit rating agencies. For example, our 5.875% Senior Notes were rated Baa3 by Moody’s Investor Service, which is considered “investment grade” debt and BB+ by Standard and Poor’s Rating Service, which is considered one level below “investment grade” debt. If in the future our credit rating is downgraded so that neither credit rating agency rates our 5.875% Senior Notes as “investment grade” debt, such a downgrade may increase our cost of capital should we borrow under our revolving credit facilities, may make it more expensive for us to raise additional capital in the future on terms that are acceptable to us or 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.

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 revenues. We cannot predict the impact of future exchange rate fluctuations. We use financial instruments, primarily forward purchase contracts, to 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.

We could incur a significant amount of debt in the future.

     We have the ability to borrow up to $400.0 million under our Amended Revolver. In addition, we could incur additional indebtedness in the future in the form of bank loans, notes or convertible securities. An increase in the level of our indebtedness, among other things, could:

36


Table of Contents

  •   make it difficult for us to obtain any necessary financing in the future for other acquisitions, working capital, capital expenditures, debt service requirements or other purposes;
 
  •   limit our flexibility in planning for, or reacting to changes in, our business; 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.

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 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, in connection with business acquisitions. We are required to perform goodwill 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 earnings 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 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 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.

37


Table of Contents

Generally, we do not have employment agreements with any of our key personnel, the loss of which could hurt our operations.

     Our continued success depends largely on the efforts and skills of our key managerial and technical employees. The loss of the services of certain of these key employees or an inability to attract or retain qualified employees could have a material adverse effect on us. Generally, we do not have employment agreements or non-competition agreements with our key employees.

Recently enacted changes in the securities laws and regulations are likely to increase our costs.

     The Sarbanes-Oxley Act of 2002 that became law in July 2002 has required changes in some of our corporate governance, securities disclosure and compliance practices. In response to the requirements of that Act, the Securities and Exchange Commission and the New York Stock Exchange have 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 indefinitely. We also expect these developments to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be forced to accept reduced coverage or incur substantially higher costs to obtain coverage. Likewise, these developments may make it more difficult for us to attract and retain qualified members of our board of directors or qualified executive officers.

If we receive other than an unqualified opinion on the adequacy of our internal control over financial reporting as of August 31, 2005 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 Securities and Exchange Commission adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting in their annual reports on Form 10-K that contains an assessment by management of the effectiveness of the company’s internal control over financial reporting. In addition, the public accounting firm auditing the company’s financial statements must attest to and report on management’s assessment of the effectiveness of the company’s internal control over financial reporting. While we are conducting 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. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which could cause the market price of our shares to decline.

Changes to financial accounting standards may affect our reported results of operations and could result in a decrease in the value of your shares.

     There has been an ongoing public debate as to whether employee stock option and employee stock purchase plan shares should be treated as a compensation expense and, if so, how to properly value such charges. In December 2004, the Financial Accounting Standards Board published amendments to financial accounting standards that will require that awards under such plans be treated as compensation expense using the fair value method. This amendment will be effective for our first quarter of fiscal year 2006. Management is assessing the implications of this revised standard, which may materially impact the Company’s results of operations in the first quarter of fiscal year 2006 and thereafter. For discussion of our employee stock option and employee stock purchase plans, see Note 4 – “Stock-Based Compensation” to the Condensed Consolidated Financial Statements.

38


Table of Contents

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 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 balance sheet at their respective fair market values in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities , as amended (“SFAS 133”).

     The aggregate notional amount of outstanding contracts at February 28, 2005 was $149.2 million. The fair value of these contracts amounted to $2.1 million and was recorded as a net asset on the Condensed Consolidated Balance Sheet. The forward contracts will generally expire in less than three months, with six months being the maximum term of the contracts outstanding at February 28, 2005. The forward contracts will settle in British pounds, Euro dollars, Hong Kong dollars, Hungarian forints, Japanese yen, Mexican pesos, Polish zloty, Swiss francs, and U.S. dollars.

Interest Rate Risk

     A portion of our exposure to market risk for changes in interest rates relates to our 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 includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity. At February 28, 2005, the outstanding amount in the investment portfolio was $44.8 million, comprised mainly of money market funds with an average return of 2.38%.

     We have issued our Senior Notes with a principal maturity of $300.0 million due in July 2010. The Senior Notes bear a fixed interest rate of 5.875%, which is payable semiannually on January 15 and July 15. We entered into an interest rate swap transaction to effectively convert the fixed interest rate of the 5.875% Senior Notes to a variable rate. The swap, which expires in 2010, is accounted for as a fair value hedge under SFAS 133. The notional amount of the swap is $300.0 million. Under the terms of the swap, we will pay an interest rate equal to the six-month LIBOR rate, set in arrears, plus a fixed spread of 1.945%. In exchange, we will receive a payment based on a fixed rate of 5.875%. At February 28, 2005, $10.1 million has been recorded in other long-term liabilities to record the fair value of the interest rate swap, with a corresponding decrease to the carrying value of the 5.875% Senior Notes on the Condensed Consolidated Balance Sheet.

     We pay interest on outstanding borrowings under our Amended Revolver and our 0.6 million Japanese yen credit facility at interest rates that fluctuate based upon changes in various base interest rates. There were no borrowings outstanding under these revolving credit facilities at February 28, 2005.

     See “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Factors Affecting Future Results – We derive a substantial portion of our revenues 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, and – An adverse change in the interest rates for our borrowings could adversely affect our financial condition.”

39


Table of Contents

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”). Although we believe that our pre-existing Disclosure Controls, including our internal controls, were adequate to enable us to comply with our disclosure obligations, as a result of such Evaluation, we implemented minor changes, primarily to formalize, document and update the procedures already in place. We also implemented other changes to address deficiencies noted during the relevant period. Based on the Evaluation, our CEO and CFO concluded that, subject to the limitations noted herein, our Disclosure Controls are effective in timely alerting them to material information required to be included in our periodic SEC reports.

Changes in Internal Controls

     The requirements of Section 404 of the Sarbanes-Oxley Act of 2002 will be effective for our fiscal year ending August 31, 2005. In order to comply with the Act, we are currently undergoing a comprehensive effort, which includes the documentation and testing of internal controls. During the course of these activities, we have identified certain internal control issues and deficiencies which management believes should be improved. However, to date we have not identified any material weaknesses in our internal control as defined by the Public Company Accounting Oversight Board. We are nonetheless making improvements to our internal controls over financial reporting as a result of our review efforts. These planned improvements include further formalization of policies and procedures, improved segregation of duties, additional information technology system controls and additional monitoring controls. Any further internal control issues identified by our continued compliance efforts will be addressed accordingly.

Limitations on the Effectiveness of Controls

     Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls 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 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 not be detected.

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 accord 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.

40


Table of Contents

PART II. OTHER INFORMATION

Item 1: LEGAL PROCEEDINGS

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

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

     None.

Item 3: DEFAULTS UPON SENIOR SECURITIES

     None.

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

     At our Annual Meeting of Shareholders, held on January 20, 2005, the following proposals were voted upon by the shareholders as indicated below:

     1. To elect the full Board of Directors.

                 
    Number of Shares  
    For     Withheld  
William D. Morean
    135,434,028       48,554,089  
Thomas A. Sansone
    129,429,067       54,559,050  
Timothy L. Main
    134,449,179       49,538,938  
Lawrence J. Murphy
    128,246,343       55,741,774  
Mel S. Lavitt
    150,333,584       33,654,533  
Steven A. Raymund
    150,366,657       33,621,460  
Frank A. Newman
    150,366,576       33,621,541  
Laurence S. Grafstein
    175,726,783       8,261,334  

     2. To ratify the selection of KPMG LLP as independent auditors for the Company.

                 
    For   Against   Abstain   Broker Non-Votes
 
  173,472,236   9,454,723   1,061,158  

Item 5: OTHER INFORMATION

     None.

41


Table of Contents

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.
10.18
    Amendment No. 2 to Receivables Purchase Agreement dated as of February 23, 2005 among Jabil Circuit Financial II, Inc. as seller, Jabil Circuit, Inc., as servicer and Jupiter Securitization Corporation, the Financial Institutions and JP Morgan Chase Bank, N.A. (successor by merger to Bank One, N.A.) as agent for Jupiter and the Financial Institutions.
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.

42


Table of Contents

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 7, 2005
  By:   /s/ Timothy L. Main
         
    Timothy L. Main
President/CEO
 
       
Date: April 7, 2005
  By:   /s/ Forbes I.J. Alexander
         
    Forbes I.J. Alexander
Chief Financial Officer

43


Table of Contents

Exhibit Index

         
Exhibit No.       Description
10.18
    Amendment No. 2 to Receivables Purchase Agreement dated as of February 23, 2005 among Jabil Circuit Financial II, Inc. as seller, Jabil Circuit, Inc., as servicer and Jupiter Securitization Corporation, the Financial Institutions and JP Morgan Chase Bank, N.A. (successor by merger to Bank One, N.A.) as agent for Jupiter and the Financial Institutions.
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.

 

EXHIBIT 10.18

AMENDMENT NO. 2
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of February 23, 2005

THIS AMENDMENT NO. 2 ("Amendment") is entered into as of February 23, 2005 by and among Jabil Circuit Financial II, Inc., a Delaware corporation (the "Seller"), Jabil Circuit, Inc., a Delaware corporation (the "Servicer"), Jupiter Securitization Corporation ("Jupiter"), 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 STATEMENT

A. The Seller, the Servicer, Jupiter, the Financial Institutions and the Agent are parties to that certain Receivables Purchase Agreement dated as of February 25, 2004 (as amended by Amendment No. 1 thereto dated as of April 22, 2004 and as otherwise amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.

B. The Seller, the Servicer, Jupiter, the Financial Institutions and the Agent have agreed to amend the Purchase Agreement 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, the Purchase Agreement is hereby amended as follows:

(a) The following new Section 4.6 is added to the Purchase Agreement immediately following Section 4.5 of the Purchase Agreement:

"Section 4.6. Liquidity Agreement Fundings. The parties hereto acknowledge that Jupiter may put all or any portion of its Purchaser Interests to the Financial Institutions at any time pursuant to the Liquidity Agreement to finance or refinance the necessary portion of its Purchaser Interests through a funding under the Liquidity Agreement to the extent available. The fundings under the Liquidity Agreement will accrue interest at the Discount Rate in accordance with this Article IV. Regardless of whether a funding of Purchaser Interests by the Financial Institutions constitutes the direct purchase of a Purchaser Interest hereunder, an assignment under the Liquidity Agreement of a Purchaser Interest originally funded by Jupiter or the sale of one or more participations or other interests under the Liquidity Agreement in a Purchaser


Interest originally funded by Jupiter, each Financial Institution participating in a funding of a Purchaser Interest shall have the rights and obligations of a "Purchaser" hereunder with the same force and effect as if it had directly purchased such Purchaser Interest from Seller hereunder."

(b) Clause (ii) of Section 8.5 of the Purchase Agreement is deleted in its entirety and replaced with the following therefor:

(ii) on January 15th of each year, an updated Schedule F setting forth the Foreign Excess Payable Amount for each Obligor and its Affiliates

(c) The phrase ", its obligation to pay Jupiter its Acquisition Amounts" is deleted from the first sentence of Section 12.2 of the Purchase Agreement.

(d) The following new Section 12.3 is added to the Purchase Agreement immediately following Section 12.2 of the Purchase Agreement:

"Section 12.3. Terminating Financial Institutions.

(a) Each Financial Institution hereby agrees to deliver written notice to the Agent not more than 30 Business Days and not less than 5 Business Days prior to the Liquidity Termination Date indicating whether such Financial Institution intends to renew its Commitment hereunder. If any Financial Institution fails to deliver such notice on or prior to the date that is 5 Business Days prior to the Liquidity Termination Date, such Financial Institution will be deemed to have declined to renew its Commitment (each Financial Institution which has declined or has been deemed to have declined to renew its Commitment hereunder, a "Non-Renewing Financial Institution"). The Agent shall promptly notify Jupiter of each Non-Renewing Financial Institution and Jupiter, in its sole discretion, may (A) to the extent of Commitment Availability, declare that such Non-Renewing Financial Institution's Commitment shall, to such extent, automatically terminate on a date specified by Jupiter on or before the Liquidity Termination Date or (B) upon one (1) Business Day's notice to such Non-Renewing Financial Institution assign to such Non-Renewing Financial Institution on a date specified by Jupiter its Pro Rata Share of the aggregate Purchaser Interests then held by Jupiter, subject to, and in accordance with, the Liquidity Agreement. In addition, Jupiter may, in its sole discretion, at any time (x) to the extent of Commitment Availability, declare that any Affected Financial Institution's Commitment shall automatically terminate on a date specified by Jupiter or (y) assign to any Affected Financial Institution on a date specified by Jupiter its Pro Rata Share of the aggregate Purchaser Interests then held by Jupiter, subject to, and in accordance with, the Liquidity Agreement (each Affected Financial Institution or each Non-Renewing Financial Institution is hereinafter referred to as a "Terminating Financial Institution"). The parties hereto expressly acknowledge that any declaration of the termination of any Commitment, any assignment pursuant to this
Section 12.3 and the order of priority of any such termination or assignment among Terminating Financial Institutions shall be made by Jupiter in its sole and absolute discretion.

2

(b) Upon any assignment to a Terminating Financial Institution as provided in this Section 12.3, any remaining Commitment of such Terminating Financial Institution shall automatically terminate. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to Sections 2.2 and 2.3) all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a "Financial Institution" hereunder; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution.

(e) Article XIII of the Purchase Agreement is deleted in its entirety.

(f) Each of the references to "Article XIII" in Section 4.1 of, and in the definition of "Broken Funding Costs" in Exhibit I to, the Purchase Agreement are replaced by a reference to "the Liquidity Agreement".

(g) Each of the references to "Section 13.1" in Sections 6.2, 12.1 and 14.13 of the Purchase Agreement is replaced by a reference to "the Liquidity Agreement".

(h) Each of the references to "Section 13.6" in Section 2.2 of the Purchase Agreement and in the definitions of "Commitment", "Non-Renewing Financial Institution" and "Terminating Financial Institution" in Exhibit I to the Purchase Agreement is replaced by a reference to "Section 12.3".

(i) The phrase "(except pursuant to Sections 13.1 or 13.5)" in
Section 14.1(b)(i) of the Purchase Agreement is replaced by the following phrase: "(except pursuant to the Liquidity Agreement or Section 12.3)".

(j) The definitions of "Acquisition Amount", "Adjusted Funded Amount", "Adjusted Liquidity Price", "Defaulting Financial Institution", "Jupiter Residual", "Jupiter Transfer Price", "Jupiter Transfer Price Deficit", "Jupiter Transfer Price Reduction", "Non-Defaulting Financial Institution" and "Reduction Percentage" in Exhibit I to the Purchase Agreement are deleted in their entirety.

(k) The definition of "Commitment Availability" in Exhibit I to the Purchase Agreement is restated in its entirety as follows:

"Commitment Availability" means at any time the positive difference (if any) between (a) an amount equal to the aggregate amount of the Commitments at such time minus (b) the Aggregate Capital at such time.

(l) The definition of "Dilution Reserve" in Exhibit I to the Purchase Agreement is restated in its entirety as follows:

3

"Dilution Reserve" means, on any date, an amount equal to the greatest of (i) $12,000,000, (ii) an amount equal to 7% of the Net Receivables Balance on such date, and (iii) an amount equal to the Dilution Percentage multiplied by the Net Receivables Balance on such date.

(m) The definition of "Discount Rate" in Exhibit I to the Purchase Agreement is restated in its entirety as follows:

"Discount Rate" means, the LIBO Rate or the Base Rate, as applicable, with respect to each Purchaser Interest of the Financial Institutions and any Purchaser Interest of Jupiter, an undivided interest in which has been assigned by Jupiter to a Financial Institution pursuant to the Liquidity Agreement.

(n) The definition of "Foreign Excess Payable Amount" in Exhibit I to the Purchase Agreement is restated in its entirety as follows:

"Foreign Excess Payable Amount" means, for any Obligor and its Affiliates, (a) at all times the rating then assigned to Jabil's senior unsecured long-term non-credit enhanced debt is at least BB- by Standard & Poor's Ratings Group or Ba3 by Moody's Investors Service, Inc., the amount by which the Estimated Foreign Payable Amount of such Obligor exceeds the outstanding receivables owing to all Foreign Jabil Entities by such Obligor and all of its Affiliates as of November 30 of the previous year, and (b) at all times the rating then assigned to Jabil's senior unsecured long-term non-credit enhanced debt is less than BB- and less than Ba3, the Estimated Foreign Payable Amount of such Obligor. For purposes of this definition, "Estimated Foreign Payable Amount" with respect to any Obligor means the estimated average outstanding balance of all accounts payable due from all Foreign Jabil Entities to such Obligor (or any of its Affiliates), which amount shall be estimated annually by the Servicer, and reported pursuant to Section 8.5, based (x) on the total amount of purchases made, or expected to be made, by all Foreign Jabil Entities from such Obligor during the two fiscal quarters of the Seller ending in February of each year and (y) the payment terms applicable, or expected to be applicable, to such purchases.

(o) The following definition of "Liquidity Agreement" is added to Exhibit I to the Purchase Agreement:

"Liquidity Agreement" means the agreement entered into by Jupiter with the Financial Institutions in connection herewith for the purpose of providing liquidity with respect to the Capital funded by Jupiter under this Agreement.

(p) The definition of "Liquidity Termination Date" in Exhibit I to the Purchase Agreement is restated in its entirety as follows:

"Liquidity Termination Date" means February 22, 2006.

4

(q) The definition of "Loss Reserve Floor" in Exhibit I to the Purchase Agreement is restated in its entirety as follows:

"Loss Reserve Floor" means 16.5%.

(r) The definition of "Pro Rata Share" in Exhibit I to the Purchase Agreement is restated in its entirety as follows:

"Pro Rata Share" means, for each Financial Institution, a percentage equal to (i) the Commitment of such Financial Institution, divided by (ii) the aggregate amount of all Commitments of all Financial Institutions hereunder, adjusted as necessary to give effect to the application of the terms of the Liquidity Agreement or Section 12.3.

(s) The definition of "Purchase Limit" in Exhibit I to the Purchase Agreement is restated in its entirety as follows:

"Purchase Limit" means $145,000,000.

(t) 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 Purchase Agreement is hereby amended to delete the amount "$122,400,000" and replace it with the amount "$145,000,000".

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, (ii) receipt by the Agent of one copy of this Amendment duly executed by each of the parties hereto, and (iii) payment by the Seller to Jupiter of an amendment fee in the amount of $50,000.

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 Purchase Agreement, 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 Purchase Agreement and the other Transaction

5

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 Purchase Agreement.

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

(b) Except as specifically amended hereby, the Purchase Agreement 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 Purchase Agreement 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.

6

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/  JAMES FALCONER
   -------------------------------
   Name:  James Falconer
   Title: Vice President

JABIL CIRCUIT, INC., as Servicer

By:     /s/  FORBES ALEXANDER
   -------------------------------
Name:   Forbes Alexander
Title:  Chief Financial Officer


JUPITER SECURITIZATION CORPORATION

By:    /s/  MAUREEN MARCON
   -------------------------------
Name:  Maureen Marcon
Title: Authorized Signatory

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 MARCON
  -------------------------------
  Name:  Maureen Marcon
  Title: Vice President


EXHIBIT 31.1

CERTIFICATIONS

I, Timothy L. Main, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Jabil Circuit, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15 (e) and 15d - 15 (e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 7, 2005                        /s/ TIMOTHY L. MAIN
                                           -------------------------------------
                                               Timothy L. Main
                                           President and Chief Executive Officer


EXHIBIT 31.2

CERTIFICATIONS

I, Forbes I.J. Alexander, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Jabil Circuit, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15 (e) and 15d - 15 (e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 7, 2005                           /s/ FORBES I.J. ALEXANDER
                                              ----------------------------------
                                                  Forbes I.J. Alexander
                                                  Chief Financial Officer


EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jabil Circuit, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended February 28, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Form 10-Q"), I, Timothy L. Main, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  April 7, 2005

                                           /s/ TIMOTHY L. MAIN
                                           -------------------------------------
                                               Timothy L. Main
                                           President and Chief Executive Officer


EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jabil Circuit, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended February 28, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Form 10-Q"), I, Forbes I.J. Alexander, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 7, 2005

                                           /s/ FORBES I.J.ALEXANDER
                                           ---------------------------
                                               Forbes I.J. Alexander
                                               Chief Financial Officer



End of Filing
Powered By: EDGAR Online, Inc.
© 2005 | EDGAR Online, Inc.