e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
August 31,
2010
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission file number
001-14063
JABIL CIRCUIT, INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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38-1886260
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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10560 Dr. Martin Luther King, Jr. Street North, St.
Petersburg, Florida 33716
(Address of principal executive
offices) (Zip Code)
Registrants telephone number, including area code
(727) 577-9749
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value per share
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New York Stock Exchange
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Series A Preferred Stock Purchase Rights
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). Yes o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the Exchange Act. (Check one):
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting
company o
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No þ
The aggregate market value of the voting common stock held by
non-affiliates of the registrant based on the closing sale price
of the Common Stock as reported on the New York Stock Exchange
on February 28, 2010 was approximately $2.9 billion.
For purposes of this determination, shares of Common Stock held
by each officer and director and by each person who owns 10% or
more of the outstanding Common Stock have been excluded in that
such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive
determination for other purposes. The number of outstanding
shares of the registrants Common Stock as of the close of
business on October 11, 2010, was 217,819,536. The
registrant does not have any non-voting stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
The registrants definitive Proxy Statement for the 2010
Annual Meeting of Stockholders to be held on January 20,
2011 is incorporated by reference in Part III of this
Annual Report on
Form 10-K
to the extent stated herein.
JABIL
CIRCUIT, INC.
2010
FORM 10-K
ANNUAL REPORT
TABLE OF
CONTENTS
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
Annual Report on
Form 10-K
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, as amended (the
Securities Act) and Section 21E of the
Securities Exchange Act of 1934, as amended (the Exchange
Act) which are made in reliance upon the protections
provided by such acts for forward-looking statements. These
forward-looking statements (such as when we describe what
will, may, or should occur,
what we plan, intend,
estimate, believe, expect or
anticipate will occur, and other similar statements)
include, but are not limited to, statements regarding future
sales and operating results, future prospects, anticipated
benefits of proposed (or future) acquisitions and new
facilities, growth, the capabilities and capacities of business
operations, any financial or other guidance and all statements
that are not based on historical fact, but rather reflect our
current expectations concerning future results and events. We
make certain assumptions when making forward-looking statements,
any of which could prove inaccurate, including, but not limited
to, statements about our future operating results and business
plans. Therefore, we can give no assurance that the results
implied by these forward-looking statements will be realized.
Furthermore, the inclusion of forward-looking information should
not be regarded as a representation by the Company or any other
person that future events, plans or expectations contemplated by
the Company will be achieved. The ultimate correctness of these
forward-looking statements is dependent upon a number of known
and unknown risks and events, and is subject to various
uncertainties and other factors that may cause our actual
results, performance or achievements to be different from any
future results, performance or achievements expressed or implied
by these statements. The following important factors, among
others, could affect future results and events, causing those
results and events to differ materially from those expressed or
implied in our forward-looking statements:
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business conditions and growth or declines in our
customers industries, the electronic manufacturing
services industry and the general economy;
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variability of our operating results;
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our dependence on a limited number of major customers;
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the potential consolidation of our customer base, and the
potential movement by some of our customers of a portion of
their manufacturing from us in order to more fully utilize their
excess internal manufacturing capacity;
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availability of components;
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our dependence on certain industries;
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our production levels are subject to the variability of
customer requirements, including seasonal influences on the
demand for certain end products;
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our substantial international operations, and the resulting
risks related to our operating internationally;
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our ability to successfully negotiate definitive agreements
and consummate acquisitions, and to integrate operations
following the consummation of acquisitions;
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our ability to take advantage of our past, current and
possible future restructuring efforts to improve utilization and
realize savings and whether any such activity will adversely
affect our cost structure, our ability to service customers and
our labor relations;
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our ability to maintain our engineering, technological and
manufacturing process expertise;
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other economic, business and competitive factors affecting
our customers, our industry and our business generally; and
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other factors that we may not have currently identified or
quantified.
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For a further list and description of various risks, relevant
factors and uncertainties that could cause future results or
events to differ materially from those expressed or implied in
our forward-looking statements, see the Risk Factors
and Managements Discussion and Analysis of Financial
Condition and Results of Operations
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sections contained in this document. Given these risks and
uncertainties, the reader should not place undue reliance on
these forward-looking statements.
All forward-looking statements included in this Annual Report
on
Form 10-K
are made only as of the date of this Annual Report on
Form 10-K,
and we do not undertake any obligation to publicly update or
correct any forward-looking statements to reflect events or
circumstances that subsequently occur, or of which we hereafter
become aware. You should read this document and the documents
that we incorporate by reference into this Annual Report on
Form 10-K
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.
PART I
The
Company
We are one of the leading providers of worldwide electronic
manufacturing services and solutions. We provide comprehensive
electronics design, production, product management and
aftermarket services to companies in the aerospace, automotive,
computing, consumer, defense, industrial, instrumentation,
medical, networking, peripherals, solar, storage and
telecommunications industries. We serve our customers primarily
with dedicated business units that combine highly automated,
continuous flow manufacturing with advanced electronic design
and design for manufacturability. We currently depend, and
expect to continue to depend, upon a relatively small number of
customers for a significant percentage of our net revenue. Based
on revenue, net of estimated product return costs (net
revenue), for the fiscal year ended August 31, 2010
our largest customers currently include Apple Inc., Cisco
Systems, Inc., EchoStar Corporation, General Electric Company,
Hewlett-Packard Company, International Business Machines
Corporation, NetApp, Inc., Nokia Corporation, Pace plc and
Research in Motion Limited. For the fiscal year ended
August 31, 2010, we had net revenues of approximately
$13.4 billion and net income attributable to Jabil Circuit,
Inc. of approximately $168.8 million.
We offer our customers electronics design, production, product
management and aftermarket solutions that are responsive to
their manufacturing needs. Our business units are capable of
providing our customers with varying combinations of the
following services:
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integrated design and engineering;
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component selection, sourcing and procurement;
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automated assembly;
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design and implementation of product testing;
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parallel global production;
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enclosure services;
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systems assembly, direct order fulfillment and configure to
order; and
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aftermarket services.
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We currently conduct our operations in facilities that are
located in Austria, Belgium, Brazil, China, England, Germany,
Hungary, India, Ireland, Japan, Malaysia, Mexico, The
Netherlands, Poland, Russia, Scotland, Singapore, Taiwan,
Turkey, Ukraine, the U.S. and Vietnam. Our global
manufacturing production sites allow customers to manufacture
products simultaneously in the optimal locations for their
products. Our services allow customers to improve supply-chain
management, reduce inventory obsolescence, lower transportation
costs and reduce product fulfillment time. We have identified
our global presence as a key to assessing our business
performance.
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At August 31, 2010 our reportable operating segments
consisted of three segments Consumer, Electronic
Manufacturing Services (EMS) and Aftermarket
Services (AMS). On September 1, 2010, we
re-organized our business into the following three groups:
Diversified Manufacturing Services (DMS),
Enterprise & Infrastructure (E&I) and
High Velocity Systems (HVS). Our DMS group is
composed of dedicated resources to manage higher complexity
global products in regulated industries and bring materials and
process technologies including design and aftermarket services
to our global customers. Our E&I and HVS groups offer
integrated global supply chain solutions designed to provide
cost effective solutions for our customers. Our E&I group
is focused on our customers primarily in the computing and
storage, networking and telecommunication sectors. Our HVS group
is focused on the particular needs of the consumer products
industry, including mobility, set-top boxes and peripheral
products such as printers and point of sale terminals.
Our principal executive offices are located at 10560
Dr. Martin Luther King, Jr. Street North, St.
Petersburg, Florida 33716, and our telephone number is
(727) 577-9749.
We were incorporated in Delaware in 1992. Our website is located
at
http://www.jabil.com.
Through a link on the Investors section of our
website, we make available the following financial filings as
soon as reasonably practicable after they are electronically
filed with, or furnished to, the Securities and Exchange
Commission (SEC): our Annual Report on
Form 10-K,
our Quarterly Reports on
Form 10-Q,
our Current Reports on
Form 8-K
and any amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the Exchange Act). All such
filings are available free of charge. Information contained in
our website, whether currently posted or posted in the future,
is not a part of this document or the documents incorporated by
reference in this document.
Industry
Background
The industry in which we operate is composed of companies that
provide a range of manufacturing and design services to
companies that utilize electronics components. The industry
experienced rapid change and growth through the 1990s as an
increasing number of companies chose to outsource an increasing
portion, and, in some cases, all of their manufacturing
requirements. In mid-2001, the industrys revenue declined
as a result of significant cut-backs in customer production
requirements, which was consistent with the overall downturn in
the technology sector at the time. In response to this downturn
in the technology sector, we implemented restructuring programs
to reduce our cost structure and further align our manufacturing
capacity with the geographic production demands of our
customers. Industry revenues generally began to stabilize in
2003 and companies turned to outsourcing versus internal
manufacturing. In addition, the number of industries serviced,
as well as the market penetration in certain industries, by
electronic manufacturing service providers has increased over
the past several years. In mid-2008, the industrys revenue
declined when a deteriorating macro-economic environment
resulted in illiquidity in the overall credit markets and a
significant economic downturn in the North American, European
and Asian markets. In response to this downturn, we implemented
additional restructuring programs to reduce our cost structure
and further align our manufacturing capacity with the geographic
production demands of our customers.
Though significant uncertainty remains regarding the extent and
timing of the economic recovery, we continue to see signs of
stabilization as the overall credit markets have significantly
improved and it appears that the global economic stimulus
programs put in place are having a positive impact, particularly
in China. We will continue to monitor the current economic
environment and its potential impact on both the customers that
we serve as well as our end-markets and closely manage our costs
and capital resources so that we can respond appropriately as
circumstances continue to change. Also, as a result of recent
economic conditions, some of our customers have moved a portion
of their manufacturing from us in order to more fully utilize
their excess internal manufacturing capacity. This movement, and
possible future movements, may negatively impact our results of
operations. Over the longer term, factors driving companies to
favor outsourcing include:
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Reduced Product Cost. Manufacturing
service providers are often able to manufacture products at a
reduced total cost to companies. These cost advantages result
from higher utilization of capacity because of diversified
product demand and, typically, a higher sensitivity to elements
of cost.
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Accelerated Product
Time-to-Market
and
Time-to-Volume. Manufacturing
service providers are often able to deliver accelerated
production
start-ups
and achieve high efficiencies in transferring new products into
production. Providers are also able to more rapidly scale
production for changing markets and to
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position themselves in global locations that serve the leading
world markets. With increasingly shorter product life cycles,
these key services allow new products to be sold in the
marketplace in an accelerated time frame.
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Access to Advanced Design and Manufacturing
Technologies. Customers gain access to
additional advanced technologies in manufacturing processes, as
well as product and production design. Product and production
design services may offer customers significant improvements in
the performance, cost,
time-to-market
and manufacturability of their products.
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Improved Inventory Management and Purchasing
Power. Manufacturing service providers are
often able to more efficiently manage both procurement and
inventory, and have demonstrated proficiency in purchasing
components at improved pricing due to the scale of their
operations and continuous interaction with the materials
marketplace.
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Reduced Capital Investment in
Manufacturing. Companies are increasingly
seeking to lower their investment in inventory, facilities and
equipment used in manufacturing in order to allocate capital to
other activities such as sales and marketing and research and
development (R&D). This shift in capital
deployment has placed a greater emphasis on outsourcing to
external manufacturing specialists.
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Our
Strategy
We are focused on expanding our position as one of the leading
providers of worldwide electronics design, production, product
management and aftermarket services. To achieve this objective,
we continue to pursue the following strategies:
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Establish and Maintain Long-Term Customer
Relationships. Our core strategy is to
establish and maintain long-term relationships with leading
companies in expanding industries with size and growth
characteristics that can benefit from highly automated,
continuous flow manufacturing on a global scale. Over the past
several years, we have made concentrated efforts to diversify
our industry sectors and customer base. As a result of these
efforts, we have experienced business growth from existing
customers and from new customers. Additionally, our acquisitions
have contributed to our business growth. We focus on maintaining
long-term relationships with our customers and seek to expand
these relationships to include additional product lines and
services. In addition, we have a focused effort to identify and
develop relationships with new customers who meet our profile.
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Utilize Business Units. Each of our
business units is dedicated to one customer and operates with a
high level of autonomy, primarily utilizing dedicated production
equipment, production workers, supervisors, buyers, planners,
and engineers. We believe our customer centric business units
promote increased responsiveness to our customers needs,
particularly as a customer relationship grows to multiple
production locations.
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Expand Parallel Global Production. Our
ability to produce the same product on a global scale is a
significant requirement of our customers. We believe that
parallel global production is a key strategy to reduce
obsolescence risk and secure the lowest landed costs while
simultaneously supplying products of equivalent or comparable
quality throughout the world. Consistent with this strategy, we
have established or acquired operations in Austria, Belgium,
Brazil, China, England, Germany, Hungary, India, Ireland, Japan,
Malaysia, Mexico, The Netherlands, Poland, Russia, Scotland,
Singapore, Taiwan, Turkey, Ukraine and Vietnam to increase our
European, Asian and Latin American presence.
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Offer Systems Assembly, Direct-Order Fulfillment and
Configure-to-Order
Services. Our systems assembly, direct-order
fulfillment and
configure-to-order
services allow our customers to reduce product cost and risk of
product obsolescence by reducing total
work-in-process
and finished goods inventory. These services are available at
all of our manufacturing locations.
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Offer Design and Aftermarket
Services. We offer a wide spectrum of
value-add design services for products that we manufacture for
our customers. We provide these services to enhance our
relationships with current customers by allowing them the
flexibility to utilize complementary design services to achieve
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improvements in performance, cost,
time-to-market
and manufacturability, as well as to help develop relationships
with new customers. We also offer aftermarket services from
strategic hub locations. Our aftermarket service centers allow
us to provide service to our customers products following
completion of the traditional manufacturing and fulfillment
process.
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Pursue Selective Acquisition
Opportunities. While some of our customers
have recently moved a portion of their manufacturing from us in
order to more fully utilize their excess internal manufacturing
capacity, we believe that the longer-term, stronger trend has
been for companies to divest internal manufacturing operations
to manufacturing providers such as Jabil. In many of these
situations, companies enter into a customer relationship with
the manufacturing provider that acquires the operations. More
recently, our acquisition strategy has expanded beyond focusing
on acquisition opportunities presented by companies divesting
internal manufacturing operations, but also pursuing
manufacturing, aftermarket services
and/or
design operations and other acquisition opportunities
complementary to our services offerings. The primary goal of our
acquisition strategy is to complement our geographic footprint
and diversify our business into new industry sectors and with
new customers, and to expand the scope of the services we can
offer to our customers. As the scope of our acquisition
opportunities expands, the risks associated with our
acquisitions expand as well, both in terms of the amount of risk
we face and the scope of such risks. See Risk
Factors We have on occasion not achieved, and may
not in the future achieve, expected profitability from our
acquisitions.
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Our
Approach to Manufacturing
In order to achieve high levels of manufacturing performance, we
have adopted the following approaches:
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Business Units. Each of our business
units is dedicated to one customer and is empowered to formulate
strategies tailored to individual customer needs. Most of our
business units have dedicated production lines consisting of
equipment, production workers, supervisors, buyers, planners and
engineers. Under certain circumstances, a production line may
include more than one business unit in order to maximize
resource utilization. Business units have direct responsibility
for manufacturing results and
time-to-volume
production, promoting a sense of individual commitment and
ownership. The business unit approach is modular and enables us
to grow incrementally without disrupting the operations of other
business units.
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Business Unit Management. Our Business
Unit Managers coordinate all financial, manufacturing and
engineering commitments for each of our customers at a
particular manufacturing facility. Our Business Unit Directors
oversee local Business Unit Managers and coordinate worldwide
financial, manufacturing and engineering commitments for each of
our customers that have global production requirements.
Jabils Business Unit Management has the authority (within
high-level parameters set by executive management) to develop
customer relationships, make design strategy decisions and
production commitments, establish pricing, and implement
production and electronic design changes. Business Unit Managers
and Directors are also responsible for assisting customers with
strategic planning for future products, including developing
cost and technology goals. These Managers and Directors operate
autonomously with responsibility for the development of customer
relationships and direct profit and loss accountability for
business unit performance.
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Automated Continuous Flow. We use a
highly automated, continuous flow approach where different
pieces of equipment are joined directly or by conveyor to create
an in-line assembly process. This process is in contrast to a
batch approach, where individual pieces of assembly equipment
are operated as freestanding work-centers. The elimination of
waiting time prior to sequential operations results in faster
manufacturing, which improves production efficiencies and
quality control, and reduces inventory
work-in-process.
Continuous flow manufacturing provides cost reductions and
quality improvement when applied to volume manufacturing.
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Computer Integration. We support all
aspects of our manufacturing activities with advanced
computerized control and monitoring systems. Component
inspection and vendor quality are monitored electronically in
real-time. Materials planning, purchasing, stockroom and shop
floor control systems are supported through a computerized
Manufacturing Resource Planning system, providing customers with
a continuous
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ability to monitor material availability and track
work-in-process
on a real-time basis. Manufacturing processes are supported by a
real-time, computerized statistical process control system,
whereby customers can remotely access our computer systems to
monitor real-time yields, inventory positions,
work-in-process
status and vendor quality data. See Technology and
Risk Factors Any delay in the implementation
of our information systems could disrupt our operations and
cause unanticipated increases in our costs.
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Supply Chain Management. We make
available an electronic commerce system/electronic data
interchange and web-based tools for our customers and suppliers
to implement a variety of supply chain management programs. Most
of our customers utilize these tools to share demand and product
forecasts and deliver purchase orders. We use these tools with
most of our suppliers for
just-in-time
delivery, supplier-managed inventory and consigned
supplier-managed inventory.
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Our
Design Services
We offer a wide spectrum of value-add design services for
products that we manufacture for our customers. We provide these
services to enhance our relationships with current customers and
to help develop relationships with new customers. We offer the
following design services:
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Electronic Design. Our electronic
design team provides electronic circuit design services,
including application-specific integrated circuit design and
firmware development. These services have been used to develop a
variety of circuit designs for cellular telephone accessories,
notebook and personal computers, servers, radio frequency
products, video set-top boxes, optical communications products,
personal digital assistants, communication broadband products
and automotive and consumer appliance controls.
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Industrial Design Services. Our
industrial design team assists in designing the look and
feel of the plastic and metal enclosures that house
printed circuit board assemblies (PCBA) and systems.
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Mechanical Design. Our mechanical
engineering design team specializes in three-dimensional design
and analysis of electronic and optical assemblies using state of
the art modeling and analytical tools. The mechanical team has
extended Jabils product offering capabilities to include
all aspects of industrial design, advance mechanism development
and tooling management.
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Computer-Assisted Design. Our
computer-assisted design (CAD) team provides PCBA
design services using advanced CAD/computer-assisted engineering
tools, PCBA design testing and verification services, and other
consulting services, which include the generation of a bill of
materials, approved vendor list and assembly equipment
configuration for a particular PCBA design. We believe that our
CAD services result in PCBA designs that are optimized for
manufacturability and cost, and accelerate the
time-to-market
and
time-to-volume
production.
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Product Validation. Our product
validation team provides complete product and process
validation. This includes system test, product safety,
regulatory compliance and reliability.
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Product Solutions. Our product
solutions efforts are focused on providing system-based
solutions to engineering problems and challenges on the design
of new technologies and concepts in specific growth areas as a
means of expanding our customer relationships.
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Our design centers are located in: Vienna, Austria; Hasselt,
Belgium; Beijing and Shanghai, China; Colorado Springs,
Colorado; St. Petersburg, Florida; Jena, Germany; Tokyo, Japan;
and Hsinchu, Taichung and Taipei, Taiwan. Our teams are
strategically staffed to support Jabil customers for all
development projects, including turnkey system design and design
for manufacturing activities. See Risk Factors
We may not be able to maintain our engineering, technological
and manufacturing process expertise.
We are exposed to different or greater potential liabilities
from our design services than those we face from our regular
manufacturing services. See Risk Factors Our
design services offerings may result in additional exposure to
product liability, intellectual property infringement and other
claims, in addition to the business risk of being unable to
produce the revenues necessary to profit from these
services.
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Our
Systems Assembly, Test, Direct-Order Fulfillment and
Configure-to-Order
Services
We offer systems assembly, test, direct-order fulfillment and
configure-to-order
services to our customers. Our systems assembly services extend
our range of assembly activities to include assembly of
higher-level
sub-systems
and systems incorporating multiple PCBAs. We maintain systems
assembly capacity to meet the increasing demands of our
customers. In addition, we provide testing services, based on
quality assurance programs developed with our customers, of the
PCBAs,
sub-systems
and systems products that we manufacture. Our quality assurance
programs include circuit testing under various environmental
conditions to try to ensure that our products meet or exceed
required customer specifications. We also offer direct-order
fulfillment and
configure-to-order
services for delivery of final products we assemble for our
customers.
Our
Aftermarket Services
As an extension of our manufacturing model and an enhancement to
our total global solution, we offer aftermarket services from
strategic hub locations. Jabil aftermarket service centers
provide warranty and repair services to certain of our
manufacturing customers but primarily to other customers. We
have the ability to service our customers products
following completion of the traditional manufacturing and
fulfillment process.
Our aftermarket service centers are located in: Shanghai and
Suzhou, China; Coventry, England; St. Petersburg, Florida;
Szombathely, Hungary; Louisville, Kentucky; Penang, Malaysia;
Chihuahua, Reynosa and Nogales, Mexico; Amsterdam, The
Netherlands; Bydgoszcz, Poland; Memphis, Tennessee, and Round
Rock and McAllen, Texas.
Technology
We believe that our manufacturing and testing technologies are
among the most advanced in the industry. Through our R&D
efforts, we intend to continue to offer our customers among the
most advanced highly automated, continuous flow manufacturing
process technologies. These technologies include surface mount
technology,
high-density
ball grid array, chip scale packages, flip chip/direct chip
attach, advanced
chip-on-board,
thin substrate processes, reflow solder of mixed technology
circuit boards, lead-free processing, densification, and other
testing and emerging interconnect technologies. In addition to
our R&D activities, we are continuously making refinements
to our existing manufacturing processes in connection with
providing manufacturing services to our customers. See
Risk Factors We may not be able to maintain
our engineering, technological and manufacturing process
expertise.
Research
and Development
To meet our customers increasingly sophisticated needs, we
continually engage in research and product design activities.
These activities include electronic design, mechanical design,
software design, system level design, product validation, and
other design related activities necessary to manufacture our
customers products in the most cost-effective and reliable
manner. We are engaged in advanced research and platform designs
for products including: cell phone products, wireless and
broadband access products, server and storage products, set-top
and digital home products, optical projection and printing
products. These activities focus on assisting our customers in
product creation and manufacturing solutions. For fiscal years
2010, 2009 and 2008, we expended $28.1 million,
$27.3 million and $33.0 million, respectively, on
R&D activities.
Financial
Information about Business Segments
We derive revenue from providing comprehensive electronics
design, production, product management and aftermarket services.
Management evaluates performance and allocates resources on a
divisional basis for manufacturing and service operating
segments. At August 31, 2010, our reportable operating
segments consisted of three segments Consumer, EMS
and AMS. See Note 12 Concentration of
Risk and Segment Data to the Consolidated Financial
Statements. On September 1, 2010 we re-organized our
business into the following three groups: DMS, E&I and HVS.
See Managements Discussion and Analysis of Financial
Condition and Results of Operations.
7
Customers
and Marketing
Our core strategy is to establish and maintain long-term
relationships with leading companies in expanding industries
with the size and growth characteristics that can benefit from
highly automated, continuous flow manufacturing on a global
scale. A small number of customers and significant industry
sectors have historically comprised a major portion of our net
revenue. The table below sets forth the respective portion of
net revenue for the applicable period attributable to our
customers who individually accounted for approximately 10% or
more of our net revenue in any respective period:
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|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
2010
|
|
2009
|
|
2008
|
|
Cisco Systems, Inc.
|
|
|
15
|
%
|
|
|
13
|
%
|
|
|
16
|
%
|
Research in Motion Limited
|
|
|
15
|
%
|
|
|
12
|
%
|
|
|
*
|
|
Hewlett-Packard Company
|
|
|
*
|
|
|
|
*
|
|
|
|
11
|
%
|
|
|
|
* |
|
less than 10% of net revenue |
During the first quarter of fiscal year 2010, we began to report
the display and peripheral sectors as a combined sector called
digital home office. In addition, the automotive sector is no
longer reported separately and has been combined in the other
sector. Our net revenue was distributed over the following
significant industry sectors for the periods indicated:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
EMS
|
|
|
|
|
|
|
|
|
|
|
|
|
Computing and storage
|
|
|
10
|
%
|
|
|
11
|
%
|
|
|
13
|
%
|
Instrumentation and medical
|
|
|
23
|
%
|
|
|
19
|
%
|
|
|
18
|
%
|
Networking
|
|
|
17
|
%
|
|
|
17
|
%
|
|
|
21
|
%
|
Telecommunications
|
|
|
5
|
%
|
|
|
6
|
%
|
|
|
6
|
%
|
Other
|
|
|
4
|
%
|
|
|
5
|
%
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EMS
|
|
|
59
|
%
|
|
|
58
|
%
|
|
|
64
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital home office
|
|
|
20
|
%
|
|
|
16
|
%
|
|
|
19
|
%
|
Mobility
|
|
|
15
|
%
|
|
|
20
|
%
|
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consumer
|
|
|
35
|
%
|
|
|
36
|
%
|
|
|
31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total AMS
|
|
|
6
|
%
|
|
|
6
|
%
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In fiscal year 2010, our five largest customers accounted for
approximately 45% of our net revenue and 48 customers accounted
for approximately 90% of our net revenue. We currently depend,
and expect to continue to depend, upon a relatively small number
of customers for a significant percentage of our net revenue and
upon their growth, viability and financial stability. See
Risk Factors 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, Risk Factors Consolidation in
industries that utilize electronics components may adversely
affect our business and Note 12
Concentration of Risk and Segment Data to the
Consolidated Financial Statements.
We have made concentrated efforts to diversify our industry
sectors and customer base, including but not limited to
increasing our net revenue in the instrumentation and medical
sector and the mobility sector, through acquisitions and organic
growth. Our Business Unit Managers and Directors, supported by
executive management, work to expand existing customer
relationships through the addition of product lines and
services. These individuals
8
also identify and attempt to develop relationships with new
customers who meet our profile. This profile includes financial
stability, need for technology-driven turnkey manufacturing,
anticipated unit volume and long-term relationship stability.
Unlike traditional sales managers, our Business Unit Managers
and Directors are responsible for ongoing management of
production for their customers.
On October 27, 2009, we sold our subsidiary, Jabil Circuit
Automotive, SAS, an automotive electronics manufacturing
subsidiary located in Western Europe to an unrelated
third-party. As a result of this sale, we recorded a loss on
disposition of $15.7 million in the first quarter of 2010,
which included transaction-related costs of approximately
$4.2 million. These costs are recorded to loss on disposal
of subsidiary on the Consolidated Statements of Operations,
which is a component of operating income. Jabil Circuit
Automotive had net revenue and an operating loss of
$15.5 million and $1.4 million, respectively, from the
beginning of the 2010 fiscal year through the date of
disposition.
On July 16, 2010, we sold our operations in Italy as well
as our remaining operations in France to an unrelated third
party. Divested operations, inclusive of four sites and
approximately 1,500 employees, had net revenues and an
operating loss of $298.6 million and $39.6 million,
respectively, from the beginning of the 2010 fiscal year through
the date of disposition.
In connection with this transaction, we provided an aggregate
$25.0 million working capital loan to the disposed
operations and agreed to provide for the aggregate potential
reimbursement of up to $10.0 million in restructuring costs
dependent upon the occurrence of certain future events. The
working capital loan bears interest on a quarterly basis at
LIBOR plus 500 basis points and is repayable over
approximately 44 months dependent upon the achievement of
certain specified quarterly financial results of the operations
being disposed, which if not met would result in the forgiveness
of all or a portion of the loan. Accordingly, dependent on the
occurrence of such future events, we may incur up to an
additional $28.5 million of charges. As a result of this
sale, we recorded a loss on disposition of $8.9 million in
the fourth quarter of fiscal year 2010, which included
transaction-related costs of $1.7 million and a charge of
$6.5 million in order to record the working capital loan at
its respective fair market value at August 31, 2010 based
upon a discounted cash flow analysis. These costs are recorded
to loss on disposal of subsidiaries on our Consolidated
Statements of Operations, which is a component of operating
income.
International
Operations
A key element of our strategy is to provide localized production
of global products for leading companies in the major consuming
regions of the Americas, Europe and Asia. Consistent with this
strategy, we have established or acquired manufacturing, design
and/or
aftermarket service operations in Austria, Belgium, Brazil,
China, England, Germany, Hungary, India, Japan, Malaysia,
Mexico, The Netherlands, Poland, Russia, Scotland, Singapore,
Taiwan, Turkey, Ukraine and Vietnam.
Our European operations provide European and multinational
customers with design, manufacturing and aftermarket services to
satisfy their local market consumption requirements.
Our Asian operations enable us to provide local manufacturing
and design services and a more competitive cost structure in the
Asian market; and serve as a low cost manufacturing source for
new and existing customers in the global market.
Our Latin American operations located in Mexico enable us to
provide a low cost manufacturing source for new and existing
customers principally in the U.S. marketplace. Our Latin
American operations located in Brazil provide customers with
manufacturing services to satisfy their local market consumption
requirements.
See Risk Factors We derive a majority of our
revenue from our international operations, which may be subject
to a number of risks and often require more management time and
expense to achieve profitability than our domestic
operations and Managements Discussion and
Analysis of Financial Condition and Results of Operations.
9
Competition
Our business is highly competitive. We compete against numerous
domestic and foreign electronic manufacturing services and
design providers, including Benchmark Electronics, Inc.,
Celestica, Inc., Flextronics International Ltd., Hon-Hai
Precision Industry Co., Ltd., Plexus Corp. and Sanmina-SCI
Corporation. In addition, consolidation in our industry has
resulted in larger and more geographically diverse competitors
who have significant combined resources with which to compete
against us. Also, we may in the future encounter competition
from other large electronic manufacturers, and manufacturers
that are focused solely on design and manufacturing services,
that are selling, or may begin to sell electronics manufacturing
services. Most of our competitors have international operations
and significant financial resources and some have substantially
greater manufacturing, R&D and marketing resources than us.
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. Recently, some of our
customers have moved a portion of their manufacturing from us in
order to more fully utilize their excess internal manufacturing
capacity.
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, who have
lower cost structures as a result of their geographic location
or the services they provide or who are willing to make sales or
provide services at lower margins than us (including
relationships where our competitors are willing to accept a
lower margin from certain of their customers for whom they
perform other higher margin business). As a result, competitors
may procure a competitive advantage and obtain business from our
customers. Our manufacturing processes are generally not subject
to significant proprietary protection. In addition, companies
with greater resources or a greater market presence may enter
our market or increase their competition with us. We also expect
our competitors to continue to improve the performance of their
current products or services, to reduce their current products
or service sales prices and to introduce new products or
services that may offer greater performance and improved
pricing. Any of these developments could cause a decline in
sales, loss of market acceptance of our products or services,
profit margin compression or loss of market share. See
Risk Factors We compete with numerous other
electronic manufacturing services and design providers and
others, including our current and potential customers who may
decide to manufacture some or all of their products
internally.
Backlog
Our order backlog at August 31, 2010 was valued at
approximately $3.9 billion, compared to approximately
$2.2 billion at August 31, 2009. Although our backlog
consists of firm purchase orders, the level of backlog at any
particular time is not necessarily indicative of future sales.
Given the nature of our relationships with our customers, we
frequently allow our customers to cancel or reschedule
deliveries, and therefore, backlog is not a meaningful indicator
of future financial results. Although we may seek to negotiate
fees to cover the costs of such cancellations or rescheduling,
we may not always be successful in such negotiations. See
Risk Factors Most of our customers do not
commit to long-term production schedules, which makes it
difficult for us to schedule production and capital
expenditures, and to maximize the efficiency of our
manufacturing capacity.
Seasonality
Production levels for our Consumer division are subject to
seasonal influences. We may realize greater net revenue during
our first fiscal quarter due to higher demand for consumer
products during the holiday selling season.
Components
Procurement
We procure components from a broad group of suppliers,
determined on an
assembly-by-assembly
basis. 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. We attempt to ensure continuity of
supply of these components. In cases where unanticipated
customer demand or supply shortages occur, we attempt to arrange
for alternative sources of supply, where available, or defer
planned
10
production to meet the anticipated availability of the critical
component. In some cases, supply shortages may substantially
curtail production of assemblies using a particular component.
In addition, at various times there have been industry-wide
shortages of electronic components, particularly of
semiconductor, relay and capacitor products. These shortages
have resulted in a delay in the realization of an incremental
amount of revenue, which, if realized in fiscal year 2010, would
have likely had a positive impact on our gross profit and net
income. Some shortages are occurring currently, and may continue
to occur. We believe these shortages may be due to increased
economic activity following recent recessionary conditions. In
the past, such shortages have produced insignificant levels of
short-term interruption of our operations, but we cannot assure
you that such shortages, if any, will not have a material
adverse effect on our results of operations in the future. See
Risk Factors 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, increase our inventory carrying costs, increase our
risk of exposure to inventory obsolescence and cause us to
purchase components of a lesser quality.
Proprietary
Rights
We regard certain of our manufacturing processes and electronic
designs as proprietary intellectual property. To protect our
proprietary rights, we rely largely upon a combination of trade
secret laws; non-disclosure agreements with our customers,
employees, and suppliers; our internal security systems;
confidentiality procedures and employee confidentiality
agreements. Although we take steps to protect our intellectual
property, misappropriation may still occur. Historically,
patents have not played a significant role in the protection of
our proprietary rights. Nevertheless, we currently have a
relatively modest number of solely owned and jointly held
patents in various technology areas, and we believe that our
evolving business practices and industry trends may result in
continued growth of our patent portfolio and its importance to
us, particularly as we expand our business activities. Other
important factors include the knowledge and experience of our
management and personnel and our ability to develop, enhance and
market manufacturing services.
We license some technology and intellectual property rights from
third parties that we use in providing manufacturing and design
services to our customers. We believe that such licenses are
generally available on commercial terms from a number of
licensors. Generally, the agreements governing such technology
and intellectual property rights grant us non-exclusive,
worldwide licenses with respect to the subject technology and
terminate upon a material breach by us.
We believe that our electronic designs and manufacturing
processes do not infringe on the proprietary rights of third
parties. However, if third parties assert valid infringement
claims against us with respect to past, current or future
designs or processes, we could be required to enter into an
expensive royalty arrangement, develop non-infringing designs or
processes and discontinue use of the infringing design or
processes, or engage in costly litigation. See Risk
Factors We may not be able to maintain our
engineering, technological and manufacturing process
expertise, Risk Factors Our regular
manufacturing process and services may result in exposure to
intellectual property infringements and other claims,
Risk Factors The success of our turnkey
solution activities depends in part on our ability to obtain,
protect, and leverage intellectual property rights to our
designs and Risk Factors Intellectual
property infringement claims against our customers, our
suppliers or us could harm our business.
Employees
As of October 1, 2010 and October 12, 2009, we had
approximately 69,000 and 61,000 full-time employees,
respectively. None of our domestic employees are represented by
a labor union. In certain international locations, our employees
are represented by labor unions and by works councils. We have
never experienced a significant work stoppage or strike and we
believe that our employee relations are good.
11
Geographic
Information
The information regarding net revenue and long-lived assets set
forth in Note 12 Concentration of Risk
and Segment Data to the Consolidated Financial Statements,
is hereby incorporated by reference into this Part I,
Item 1.
Environmental
We are subject to a variety of federal, state, local and foreign
environmental, product stewardship and producer responsibility
laws and regulations, including those relating to the use,
storage, discharge and disposal of hazardous chemicals used
during our manufacturing process, those requiring design changes
or conformity assessments or those relating to the recycling of
products we manufacture. If we fail to comply with any present
and future regulations, we could become subject to future
liabilities, the suspension of production, or prohibitions on
sales of products we manufacture. In addition, such regulations
could restrict our ability to expand our facilities or could
require us to acquire costly equipment, or to incur other
significant expenses, including expenses associated with the
recall of any non-compliant product or with changes in our
procurement and inventory management activities. See Risk
Factors Compliance or the failure to comply with
current and future environmental, product stewardship and
producer responsibility laws or regulations could cause us
significant expense.
Executive
Officers of the Registrant
Executive officers are appointed by the Board of Directors and
serve at the discretion of the Board. Each executive officer is
a full-time employee of Jabil. There are no family relationships
among our executive officers and directors. There are no
arrangements or understandings between any of our executive
officers and any other persons pursuant to which any of such
executive officers were selected.
Forbes I.J. Alexander (age 50) was named Chief
Financial Officer in September 2004. Mr. Alexander joined
Jabil in 1993 as Controller of Jabils Scottish operation
and was promoted to Assistant Treasurer in April 1996.
Mr. Alexander was Treasurer from November 1996 to August
2004. Prior to joining Jabil, Mr. Alexander was Financial
Controller of Tandy Electronics European Manufacturing
Operations in Scotland and has held various financial positions
with Hewlett Packard and Apollo Computer. Mr. Alexander is
a Fellow of the Institute of Chartered Management Accountants.
He holds a B.A. in Accounting from the University of Abertay
Dundee, formerly Dundee College of Technology, Scotland.
Sergio Cadavid (age 54) joined Jabil as
Treasurer in June 2006. Prior to joining Jabil, Mr. Cadavid
was Assistant Treasurer Director Global Enterprise
Risk Management for Owens-Illinois, Inc. in Toledo, Ohio.
Mr. Cadavid joined Owens Illinois, Inc. in 1988
and held various financial positions in the U.S., Italy and
Colombia. He has also held various positions with The Quaker
Oats Company, Arthur Andersen & Co. and
J.M. Family Enterprises, Inc. He holds an M.B.A. from the
University of Florida and a B.B.A. from Florida International
University.
Meheryar Mike Dastoor (age 45) was
named Senior Vice President, Controller in July 2010.
Mr. Dastoor joined Jabil in 2000 as Regional
Controller Asia Pacific and was named Controller in
June 2004. Prior to joining Jabil, Mr. Dastoor was a
Regional Financial Controller for Inchcape PLC. Mr. Dastoor
joined Inchcape in 1993. He holds a degree in Finance and
Accounting from the University of Bombay. Mr. Dastoor is a
Chartered Accountant from the Institute of Chartered Accountants
in England and Wales.
John Lovato (age 50) was named Executive Vice
President, Chief Executive Officer, Materials Technology Group
in April 2010. Mr. Lovato joined Jabil in 1990 as Business
Unit Manager, and has also served as General Manager of
Jabils California operation. Mr. Lovato was named
Vice President, Global Business Units in 1999, Senior Vice
President, Business Development in November 2002 and then Senior
Vice President, Europe in September 2004. Most recently
Mr. Lovato served as Executive Vice President, Chief
Executive Officer, Consumer Division from September 2007 to
April 2010. Before joining Jabil, Mr. Lovato held various
positions at Texas Instruments. He holds a B.S. in Electronics
Engineering from McMaster University in Ontario, Canada.
Timothy L. Main (age 53) has served as Chief
Executive Officer of Jabil since September 2000, as President
since January 1999 and as a director since October 1999. He
joined Jabil in April 1987 as a Production Control
12
Manager, was promoted to Operations Manager in September 1987,
to Project Manager in July 1989, to Vice President Business
Development in May 1991, and to Senior Vice President, Business
Development in August 1996. Prior to joining Jabil,
Mr. Main was a commercial lending officer, international
division for the National Bank of Detroit. He holds a B.S. from
Michigan State University and Master of International Management
from the American Graduate School of International Management
(Thunderbird).
Mark Mondello (age 46) was promoted to Chief
Operating Officer in November 2002. Mr. Mondello joined
Jabil in 1992 as Production Line Supervisor and was promoted to
Project Manager in 1993. Mr. Mondello was named Vice
President, Business Development in 1997 and served as Senior
Vice President, Business Development from January 1999 through
November 2002. Prior to joining Jabil, Mr. Mondello served
as project manager on commercial and defense-related aerospace
programs for Moog, Inc. He holds a B.S. in Mechanical
Engineering from the University of South Florida.
William D. Muir, Jr. (age 42) was named
Executive Vice President, Chief Executive Officer, Manufacturing
Services Group in April 2010. Mr. Muir joined Jabil in 1992
as a Quality Engineer and has served in management positions
including Senior Director of Operations for Florida, Michigan,
Guadalajara, and Chihuahua; was promoted to Vice President,
Operations-Americas
in February 2001, was named Vice President, Global Business
Units in November 2002 and Senior Vice President, Regional
President Asia in September 2004. Mr. Muir
recently served as Executive Vice President, Chief Executive
Officer, EMS Division from September 2007 to April 2010. He
holds a Bachelors degree in Industrial Engineering and an
MBA, both from the University of Florida.
Robert L. Paver (age 54) joined Jabil as
General Counsel and Corporate Secretary in 1997. Prior to
working for Jabil, Mr. Paver was a trial lawyer and partner
with the law firm of Holland & Knight in St.
Petersburg, Florida. Mr. Paver has served as an adjunct
professor of law at Stetson University College of Law and guest
lecturer at the University of Florida Levin College of Law. He
holds a B.A. from the University of Florida and a J.D. from
Stetson University College of Law.
Item 1A. Risk
Factors
As referenced, this Annual Report on
Form 10-K
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 current macro-economic conditions, both in
the U.S. and internationally;
|
|
|
|
the level and timing of customer orders;
|
|
|
|
the level of capacity utilization of our manufacturing
facilities and associated fixed costs;
|
|
|
|
the composition of the costs of revenue between materials, labor
and manufacturing overhead;
|
|
|
|
price competition;
|
|
|
|
changes in demand for our products or services;
|
|
|
|
changes in demand in our customers end markets;
|
|
|
|
our exposure to financially troubled customers;
|
|
|
|
our level of experience in manufacturing a particular product;
|
13
|
|
|
|
|
the degree of automation used in our assembly process;
|
|
|
|
the efficiencies achieved in managing inventories and fixed
assets;
|
|
|
|
fluctuations in materials costs and availability of materials;
|
|
|
|
adverse changes in political conditions, both in the
U.S. and internationally, including among other things,
adverse changes in tax laws and rates (and the governments
interpretations thereof), adverse changes in trade policies and
adverse changes in fiscal and monetary policies;
|
|
|
|
seasonality in customers product requirements; and
|
|
|
|
the timing of expenditures in anticipation of increased sales,
customer product delivery requirements and shortages of
components or labor.
|
The volume and timing of orders placed by our customers vary due
to variation in demand for our customers products; our
customers attempts to manage their inventory; electronic
design changes; changes in our customers manufacturing
strategies; and acquisitions of or consolidations among our
customers. In addition, our Consumer division is subject to
seasonal influences. We may realize greater revenue during our
first fiscal quarter due to high demand for consumer products
during the holiday selling season. In the past, changes in
customer orders that reduce net revenue have had a significant
effect on our results of operations as a result of our overhead
remaining relatively fixed while our net revenue decreased. Any
one or a combination of these factors could adversely affect our
annual and quarterly results of operations in the future. See
Managements Discussion and Analysis of Financial
Condition and Results of Operations Results of
Operations.
Because
we depend on a limited number of customers, a reduction in sales
to any one of our customers could cause a significant decline in
our revenue.
For the fiscal year ended August 31, 2010, our five largest
customers accounted for approximately 45% of our net revenue and
our top 48 customers accounted for approximately 90% of our net
revenue. We currently depend, and expect to continue to depend,
upon a relatively small number of customers for a significant
percentage of our net revenue and upon their growth, viability
and financial stability. If any of our customers experience a
decline in the demand for their products due to economic or
other forces, they may reduce their purchases from us or
terminate their relationship with us. Our customers
industries have experienced rapid technological change,
shortening of product life cycles, consolidation, and pricing
and margin pressures. Consolidation among our customers may
further reduce the number of customers that generate a
significant percentage of our net revenue and exposes us to
increased risks relating to dependence on a small number of
customers. A significant reduction in sales to any of our
customers or a customer exerting significant pricing and margin
pressures on us could have a material adverse effect on our
results of operations. In the past, some of our customers have
terminated their manufacturing arrangements with us or have
significantly reduced or delayed the volume of design,
production, product management or aftermarket services ordered
from us, including moving a portion of their manufacturing from
us in order to more fully utilize their excess internal
manufacturing capacity.
Our revenues declined in 2009 as consumers and businesses
postponed spending in response to tighter credit, negative
financial news, declines in income or asset values or general
uncertainty about global economic conditions. These economic
conditions had a negative impact on our results of operations
over this period and similar conditions may exist in the future.
In addition, some of our customers have moved a portion of their
manufacturing from us in order to more fully utilize their
excess internal manufacturing capacity. We cannot assure you
that present or future customers will not terminate their
design, production, product management and aftermarket 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 accounts receivable in
connection with providing design, production, product management
and aftermarket services to our customers. If one or more of our
customers were to become insolvent (which two of our customers
experienced in fiscal year 2009) or otherwise were unable
to pay for the services provided by us on a timely basis, or at
all, our operating results and financial condition could be
adversely affected. Such adverse effects could include one or
14
more of the following: a decline in revenue, a charge for bad
debts, a charge for inventory write-offs, a decrease in
inventory turns, an increase in days in inventory and an
increase in days in trade accounts receivable.
Certain of the industries to which we provide services, have
recently experienced significant financial difficulty, with some
of the participants filing for bankruptcy. Such significant
financial difficulty has negatively affected our business and,
if further experienced by one or more of our customers, may
further negatively affect our business due to the decreased
demand of these financially distressed customers, the potential
inability of these companies to make full payment on amounts
owed to us, or both. See Managements Discussion and
Analysis of Financial Condition and Results of Operations
and Risk Factors We face certain risks in
collecting our trade accounts receivable.
Consolidation
in industries that utilize electronics components may adversely
affect our business.
Consolidation in industries that utilize electronics components
may further increase as companies combine to achieve further
economies of scale and other synergies, which could result in an
increase in excess manufacturing capacity as companies seek to
divest manufacturing operations or eliminate duplicative product
lines. Excess manufacturing capacity may increase pricing and
competitive pressures for our industry as a whole and for us in
particular. Consolidation could also result in an increasing
number of very large companies offering products in multiple
industries. The significant purchasing power and market power of
these large companies could increase pricing and competitive
pressures for us. If one of our customers is acquired by another
company that does not rely on us to provide services and has its
own production facilities or relies on another provider of
similar services, we may lose that customers business.
Such consolidation among our customers may further reduce the
number of customers that generate a significant percentage of
our net revenue and exposes us to increased risks relating to
dependence on a small number of customers. Any of the foregoing
results of industry consolidation could adversely affect our
business.
Our
customers face numerous competitive challenges, such as
decreasing demand from their customers, rapid technological
change and short life cycles for their products, which may
materially adversely affect their business, and also
ours.
Factors affecting the industries that utilize electronics
components in general, and our customers specifically, could
seriously harm our customers and, as a result, us. These factors
include:
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recessionary periods in our customers markets;
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the inability of our customers to adapt to rapidly changing
technology and evolving industry standards, which contributes to
short product life cycles;
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the inability of our customers to develop and market their
products, some of which are new and untested;
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the potential that our customers products become obsolete;
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the failure of our customers products to gain widespread
commercial acceptance;
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increased competition among our customers and their respective
competitors which may result in a loss of business, or a
reduction in pricing power, for our customers; and
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new product offerings by our customers competitors may
prove to be more successful than our customers product
offerings.
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At times our customers have been, and may be in the future,
unsuccessful in addressing these competitive challenges, or any
others that they may face, and their business has been, and may
be in the future, materially adversely affected, and as a
result, the demand for our services has at times declined and
may decline in the future. Even if our customers are successful
in responding to these challenges, their responses may have
consequences which affect our business relationships with our
customers (and possibly our results of operations) by altering
our production cycles and inventory management.
15
The
success of our business is dependent on both our ability to
independently keep pace with technological changes and
competitive conditions in our industry, and also our ability to
effectively adapt our services in response to our customers
keeping pace with technological changes and competitive
conditions in their respective industries.
If we are unable to offer technologically advanced, cost
effective, quick response manufacturing services, demand for our
services will decline. In addition, if we are unable to offer
services in response to our customers changing
requirements, then demand for our services will also decline. A
substantial portion of our net revenue is derived from our
offering of complete service solutions for our customers. For
example, if we fail to maintain
high-quality
design and engineering services, our net revenue may
significantly decline.
Most of
our customers do not commit to long-term production schedules,
which makes it difficult for us to schedule production and
capital expenditures, and to maximize the efficiency of our
manufacturing capacity.
The volume and timing of sales to our customers may vary due to:
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variation in demand for our customers products;
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our customers attempts to manage their inventory;
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electronic design changes;
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changes in our customers manufacturing strategy; and
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acquisitions of or consolidations among customers.
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Due in part to these factors, most of our customers do not
commit to firm production schedules for more than one quarter.
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, including the
most recent several fiscal quarters, and we may experience such
effects in the future. See Managements Discussion
and Analysis of Financial Condition and Results of
Operations.
In addition to our difficulty in forecasting customer orders, we
sometimes experience difficulty forecasting the timing of our
receipt of revenue and earnings following commencement of
manufacturing an additional product for new or existing
customers. The necessary process to begin this commencement of
manufacturing can take from several months to more than a year
before production begins. Delays in the completion of this
process can delay the timing of our sales and related earnings.
In addition, because we make capital expenditures during this
ramping process and do not typically recognize revenue until
after we produce and ship the customers products, any
delays or unanticipated costs in the ramping process may have a
significant adverse effect on our cash flows and our results of
operations.
Our
customers may cancel their orders, change production quantities,
delay production or change their sourcing strategy.
Our industry must provide increasingly rapid product turnaround
for its customers. We generally do not obtain firm, long-term
purchase commitments from our customers and we continue to
experience reduced lead-times in customer orders. Customers have
previously cancelled their orders, changed production
quantities, delayed production and changed their sourcing
strategy for a number of reasons, and may do one or more of
these in the future. Such changes, delays and cancellations have
led to, and may lead in the future to a decline in our
production and our possession of excess or obsolete inventory
which we may not be able to sell to the customer or a third
party. This has resulted in, and could result in future
additional, write downs of inventories that have become obsolete
or exceed anticipated demand or net realizable value.
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The success of our customers products in the market
affects our business. Cancellations, reductions, delays or
changes in sourcing strategy by a significant customer or by a
group of customers have negatively impacted, and could further
negatively impact in the future, our operating results by
reducing the number of products that we sell, delaying the
payment to us for inventory that we purchased and reducing the
use of our manufacturing facilities which have associated fixed
costs not dependent on our level of revenue.
In addition, we make significant decisions, including
determining the levels of business that we will seek and accept,
production schedules, component procurement commitments,
personnel needs and other resource requirements, based on our
estimate of customer requirements. The short-term nature of our
customers commitments, their uncertainty about future
economic conditions, and the possibility of rapid changes in
demand for their products reduce our ability to accurately
estimate the future requirements of those customers. In
addition, uncertainty about future economic conditions makes it
difficult to forecast operating results and make production
planning decisions about future periods.
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 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, increase our inventory
carrying costs, increase our risk of exposure to inventory
obsolescence and cause us to purchase components of a lesser
quality.
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,
however we typically 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 only available from 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. A supply shortage can also increase our
cost of goods sold, as a result of our having to pay higher
prices for components in limited supply, and cause us to have to
redesign or reconfigure products to accommodate a substitute
component. In addition, at various times industry-wide shortages
of electronic components have occurred, particularly of
semiconductor, relay and capacitor products. These shortages
have resulted in a delay in the realization of an incremental
amount of revenue, which, if realized in fiscal year 2010, would
have likely had a positive impact on our gross profit and net
income. Some shortages are occurring currently, and may continue
to occur. We believe these shortages may be due to increased
economic activity following recent recessionary conditions. In
the past, such circumstances have produced insignificant levels
of short-term interruption of our operations, but could have a
material adverse effect on our results of operations in the
future. Our production of a customers product could be
negatively impacted by any quality or reliability issues with
any of our component suppliers. The financial condition of our
suppliers could affect their ability to supply us with
components which could have a material adverse effect on our
operations.
In addition, if a component shortage is threatened or we
anticipate one, we may purchase such component early to avoid a
delay or interruption in our operations. A possible result of
such an early purchase is that we may incur additional inventory
carrying costs, for which we may not be compensated, and have a
heightened risk of exposure to inventory obsolescence, the cost
of which may not be recoverable from our customers. Such costs
would adversely affect our gross profit and net income. A
component shortage may also require us to look to second tier
vendors or to procure components through brokers with whom we
are not familiar. These components may be of lesser quality than
those weve historically purchased and could cause us to
incur costs to bring such components up to our typical quality
levels or to replace defective ones. See Managements
Discussion and Analysis of Financial Condition and Results of
Operations and Business Components
Procurement.
17
Introducing
programs requiring implementation of new competencies, including
new process technology within our mechanical operations, could
affect our operations and financial results.
The introduction of programs requiring implementation of new
competencies, including new process technology within our
mechanical operations, presents challenges in addition to
opportunities. Deployment of such programs may require us to
invest significant resources and capital in facilities,
equipment
and/or
personnel. We may not meet our customers expectations or
otherwise execute properly or in a cost-efficient manner, which
could damage our customer relationships and result in remedial
costs or the loss of our invested capital and anticipated
revenues and profits. In addition, there are risks of market
acceptance and product performance that could result in less
demand than anticipated and our having excess capacity. The
failure to ensure that our agreed terms appropriately reflect
the anticipated costs, risks, and rewards of such an opportunity
could adversely affect our profitability. If we do not meet one
or more of these challenges, our operations and financial
results could be adversely affected.
Customer
relationships with emerging companies may present more risks
than with established companies.
Customer relationships with emerging companies present special
risks because such companies do not have an extensive product
history. As a result, there is less demonstration of market
acceptance of their products making it harder for us to
anticipate needs and requirements than with established
customers. In addition, due to the current economic environment,
additional funding for such companies may be more difficult to
obtain and these customer relationships may not continue or
materialize to the extent we planned or we previously
experienced. This tightening of financing for
start-up
customers, together with many
start-up
customers lack of prior operations and unproven product
markets increase our credit risk, especially in trade 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 may exist for any new emerging
company customers in the future.
We
compete with numerous other electronic manufacturing services
and design providers and others, including our current and
potential customers who may decide to manufacture some or all of
their products internally.
Our business is highly competitive. We compete against numerous
domestic and foreign electronic manufacturing services and
design providers, including Benchmark Electronics, Inc.,
Celestica, Inc., Flextronics International Ltd., Hon-Hai
Precision Industry Co., Ltd., Plexus Corp. and Sanmina-SCI
Corporation. In addition, past consolidation in our industry has
resulted in larger and more geographically diverse competitors
who have significant combined resources with which to compete
against us. Also, we may in the future encounter competition
from other large electronic manufacturers, and manufacturers
that are focused solely on design and manufacturing services,
that are selling, or may begin to sell electronics manufacturing
services. Most of our competitors have international operations
and significant financial resources and some have substantially
greater manufacturing, R&D and marketing resources than us.
These competitors may:
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respond more quickly to new or emerging technologies;
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have greater name recognition, critical mass and geographic
market presence;
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be better able to take advantage of acquisition opportunities;
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adapt more quickly to changes in customer requirements;
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devote greater resources to the development, promotion and sale
of their services;
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be better positioned to compete on price for their services, as
a result of any combination of lower labor costs, lower
components costs, lower facilities costs or lower operating
costs; and
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have excess capacity, and be better able to utilize such excess
capacity which may reduce the cost of their product or service.
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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. Recently, some of our
customers have moved a portion of their manufacturing from us in
order to more fully utilize their excess internal manufacturing
capacity.
We may be operating at a cost disadvantage compared to
competitors who have greater direct buying power from component
suppliers, distributors and raw material suppliers or who have
lower cost structures as a result of their geographic location
or the services they provide or who are willing to make sales or
provide services at lower margins than us (including
relationships where our competitors are willing to accept a
lower margin from certain of their customers for whom they
perform other higher margin business). 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 the sales prices of
their current products or services and to introduce new products
or services that may offer greater performance and improved
pricing. Any of these developments could cause a decline in our
sales, loss of market acceptance of our products or services,
compression of our profits or loss of our market share.
The
economies of the U.S., Europe and certain countries in Asia are,
or have recently been, in a recession.
There was an erosion of global consumer confidence amidst
concerns over declining asset values, inflation, volatility in
energy costs, geopolitical issues, the availability and cost of
credit, rising unemployment, and the stability and solvency of
financial institutions, financial markets, businesses, and
sovereign nations. These concerns slowed global economic growth
and resulted in recessions in many countries, including in the
U.S., Europe and certain countries in Asia. Even though we have
seen signs of an overall economic recovery beginning to take
place and the National Bureau of Economic Research has recently
declared that the U.S. recession ended in June 2009, such
recovery may be weak
and/or
short-lived. Recessionary conditions may return. If any of these
potential negative, or less than positive, economic conditions
occur, a number of negative effects on our business could
result, including customers or potential customers reducing or
delaying orders, increased pricing pressures, the insolvency of
key suppliers, which could result in production delays, the
inability of customers to obtain credit, and the insolvency of
one or more customers. Thus, these economic conditions
(1) could negatively impact our ability to
(a) forecast customer demand, (b) effectively manage
inventory levels and (c) collect receivables;
(2) could increase our need for cash; and (3) have
decreased our net revenue and profitability and negatively
impacted the value of certain of our properties and other
assets. Depending on the length of time that these conditions
exist, they may cause future additional negative effects,
including some of those listed above.
The
financial markets have recently experienced significant turmoil,
which may adversely affect financial arrangements we may need to
enter into, refinance or repay.
The effects of the recent credit market turmoil could negatively
impact the counterparties to our forward exchange contracts and
trade accounts receivable securitization and sale programs; our
lenders under the Companys existing amended and restated
five year unsecured credit facility dated as of July 19,
2007 (the Credit Facility); and our lenders under
various foreign subsidiary credit facilities. These potential
negative impacts could potentially limit our ability to borrow
under these financing agreements, contracts, facilities and
programs. In addition, if we attempt to obtain future additional
financing, such as renewing or refinancing the
$800.0 million revolving credit portion of the Credit
Facility expiring on July 19, 2012, our $270.0 million
asset-backed securitization program expiring on March 16,
2011, our $100.0 million foreign asset-backed
securitization program expiring on March 17, 2011 or our
$200.0 million and $75.0 million uncommitted trade
accounts receivable sale programs expiring on May 25, 2011
and August 24, 2011, respectively, the effects of the
recent credit market turmoil could negatively impact our ability
to obtain such financing. Finally, the credit market turmoil has
negatively impacted certain of our customers, especially those
in the automotive industry, and certain of their customers.
These impacts could have several consequences which could have a
negative effect on our results of
19
operations, including one or more of the following: a negative
impact on our liquidity; a decrease in demand for our services;
a decrease in demand for our customers products; and bad
debt charges or inventory write-offs.
Our
business could be adversely affected by any delays, or increased
costs, resulting from issues that our common carriers are
dealing with in transporting our materials, our products, or
both.
We rely on a variety of common carriers to transport our
materials from our suppliers to us, and to transport our
products from us to our customers. Problems suffered by any of
these common carriers, whether due to a natural disaster, labor
problem, increased energy prices or some other issue, could
result in shipping delays, increased costs, or some other supply
chain disruption, and could therefore have a material adverse
effect on our operations.
We derive
a majority of our revenue from our international operations,
which may be subject to a number of risks and often require more
management time and expense to achieve profitability than our
domestic operations.
We derived 84.7% of net revenue from international operations in
fiscal year 2010 compared to 83.8% in fiscal year 2009. We
currently expect our foreign source revenue to remain relatively
consistent as compared to current levels over the course of the
next 12 months. At August 31, 2010, we operate outside
the U.S. in Vienna, Austria; Hasselt, Belgium; Belo
Horizonte, Manaus and Sorocaba, Brazil; Beijing, Huangpu,
Nanjing, Shanghai, Shenzhen, Suzhou, Tianjin, Wuxi and Yantai,
China; Coventry, England; Jena, Germany; Szombathely and
Tiszaujvaros, Hungary; Pune, Mumbai and Ranjangaon, India;
Dublin, Ireland; Gotemba, Hachiouji and Tokyo, Japan; Penang,
Malaysia; Chihuahua, Guadalajara, Nogales and Reynosa, Mexico;
Amsterdam and Eindhoven, The Netherlands; Bydgoszcz and Kwidzyn,
Poland; Tver, Russia; Ayr and Livingston, Scotland; Alexandra,
Tampines and Toa Payoh, Singapore; Hsinchu, Taichung and Taipei,
Taiwan; Ankara, Turkey; Uzhgorod, Ukraine and Ho Chi Minh City,
Vietnam. We continually consider additional opportunities to
make foreign acquisitions and construct and open new foreign
facilities. Our international operations are, have been and may
be subject to a number of risks, including:
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difficulties in staffing and managing foreign operations;
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less flexible employee relationships which can be difficult and
expensive to terminate;
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labor unrest and dissatisfaction, including increased scrutiny
of the labor practices (including but not limited to working
conditions, compliance with employment and labor laws and
compensation) of us and others in our industry by the media and
other third parties, which may result in further scrutiny and
allegations of violations, more stringent and burdensome labor
laws and regulations, higher labor costs,
and/or loss
of revenues if our customers become dissatisfied with our labor
practices and diminish or terminate their relationship with us;
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political and economic instability (including acts of terrorism,
widespread criminal activities and outbreaks of war);
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inadequate infrastructure for our operations (i.e. lack of
adequate power, water, transportation and raw materials);
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health concerns and related government actions;
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coordinating our communications and logistics across geographic
distances and multiple time zones;
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risk of governmental expropriation of our property;
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less favorable, or relatively undefined, intellectual property
laws;
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unexpected changes in regulatory requirements and laws or
government or judicial interpretations of such regulatory
requirements and laws;
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longer customer payment cycles and difficulty collecting trade
accounts receivable;
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domestic and foreign export control laws, including the
International Traffic in Arms Regulations and the Export
Administration Regulations (EAR), regulation by the
United States Department of Commerces
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Bureau of Industry and Security under the EAR, as well as
additional export duties, import controls and trade barriers
(including quotas);
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adverse trade policies, and adverse changes to any of the
policies of either the U.S. or any of the foreign
jurisdictions in which we operate;
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adverse changes in tax rates;
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adverse changes to the manner in which the U.S. taxes
U.S.-based
multinational companies or interprets its tax laws;
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legal or political constraints on our ability to maintain or
increase prices;
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governmental restrictions on the transfer of funds to us from
our operations outside the U.S.;
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burdens of complying with a wide variety of labor practices and
foreign laws, including those relating to export and import
duties, environmental policies and privacy issues;
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fluctuations in currency exchange rates, which could affect
local payroll and other expenses;
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inability to utilize net operating losses incurred by our
foreign operations against future income in the same
jurisdiction; and
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economies that are emerging or developing , that may be subject
to greater currency volatility, negative growth, high inflation,
limited availability of foreign exchange and other risks.
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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
facilities before any significant revenue is generated. As a
result, initial operations in a new market may operate at low
margins or may be unprofitable. See Managements
Discussion and Analysis of Financial Condition and Results of
Operations Liquidity and Capital Resources.
Another significant legal risk resulting from our international
operations is compliance with the U.S. Foreign Corrupt
Practices Act (FCPA). In many foreign countries,
particularly in those with developing economies, it may be a
local custom that businesses operating in such countries engage
in business practices that are prohibited by the FCPA or other
U.S. laws and regulations. Although we have implemented
policies and procedures designed to cause compliance with the
FCPA and similar laws, there can be no assurance that all of our
employees, and agents, as well as those companies to which we
outsource certain of our business operations, will not take
actions in violation of our policies. Any such violation, even
if prohibited by our policies, could have a material adverse
effect on our business.
If we do
not manage our growth effectively, our profitability could
decline.
Areas of our business at times experience periods of rapid
growth which can place considerable additional demands upon our
management team and our operational, financial and management
information systems. Our ability to manage growth effectively
requires us to continue to implement and improve these systems;
avoid cost overruns; maintain customer, supplier and other
favorable business relationships during possible transition
periods; continue to develop the management skills of our
managers and supervisors; and continue to train, motivate and
manage our employees. Our failure to effectively manage growth
could have a material adverse effect on our results of
operations. See Managements Discussion and Analysis
of Financial Condition and Results of Operations.
We have
on occasion not achieved, and may not in the future achieve,
expected profitability from our acquisitions.
We cannot assure you that we will be able to successfully
integrate the operations and management of our recent
acquisitions. Similarly, we cannot assure you that we will be
able to (1) identify future strategic acquisitions,
(2) consummate these potential acquisitions on favorable
terms, if at all, or (3) if consummated, successfully
21
integrate the operations and management of future acquisitions.
Acquisitions involve significant risks, which could have a
material adverse effect on us, including:
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Financial risks, such as (1) the payment of a purchase
price that exceeds the future value that we may realize from the
acquired operations and businesses; (2) an increase in our
expenses and working capital requirements, which could reduce
our return on invested capital; (3) potential known and
unknown liabilities of the acquired businesses; (4) costs
associated with integrating acquired operations and businesses;
(5) the dilutive effect of the issuance of any additional
equity securities we issue as consideration for, or to finance,
the acquisition; (6) the incurrence of additional debt;
(7) the financial impact of incorrectly valuing goodwill
and other intangible assets involved in any acquisitions,
potential future impairment write-downs of goodwill and
indefinite life intangibles and the amortization of other
intangible assets; (8) possible adverse tax and accounting
effects; and (9) the risk that we spend substantial amounts
purchasing these manufacturing facilities and assume significant
contractual and other obligations with no guaranteed levels of
revenue or that we may have to close or sell acquired facilities
at our cost, which may include substantial employee severance
costs and asset write-offs, which have resulted, and may result,
in our incurring significant losses.
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Operating risks, such as (1) the diversion of
managements attention to the assimilation of the acquired
businesses; (2) the risk that the acquired businesses will
fail to maintain the quality of services that we have
historically provided; (3) the need to implement financial
and other systems and add management resources; (4) the
need to maintain customer, supplier or other favorable business
relationships of acquired operations and restructure or
terminate unfavorable relationships; (5) the potential for
deficiencies in internal controls of the acquired operations;
(6) we may not be able to attract and retain the employees
necessary to support the acquired businesses;
(7) unforeseen difficulties (including any unanticipated
liabilities) in the acquired operations; and (8) the impact
on us of any unionized work force we may acquire or any labor
disruptions that might occur.
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Most of our acquisitions involve operations outside of the
U.S. which are subject to various risks including those
described in Risk Factors We derive a majority
of our revenue from our international operations, which may be
subject to a number of risks and often require more management
time and expense to achieve profitability than our domestic
operations.
We have acquired and may continue to pursue the acquisition of
manufacturing and supply chain management operations from our
customers (or potential customers). In these acquisitions, the
divesting company will typically enter into a supply arrangement
with the acquirer. Therefore, our competitors often also pursue
these acquisitions. In addition, certain divesting companies may
choose not to offer to sell their operations to us because of
our current supply arrangements with other companies or may
require terms and conditions that may impact our profitability.
If we are unable to attract and consummate some of these
acquisition opportunities at favorable terms, our growth and
profitability could be adversely impacted.
In addition to those risks listed above, arrangements entered
into with these divesting companies typically involve certain
other risks, including the following:
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the integration into our business of the acquired assets and
facilities may be time-consuming and costly;
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we, rather than the divesting company, may bear the risk of
excess capacity;
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we may not achieve anticipated cost reductions and efficiencies;
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we may be unable to meet the expectations of the divesting
company as to volume, product quality, timeliness, pricing
requirements and cost reductions; and
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if demand for the divesting companys products declines, it
may reduce their volume of purchases and we may not be able to
sufficiently reduce the expenses of operating the facility we
acquired from them or use such facility to provide services to
other customers.
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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 or
insufficient guaranteed
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levels of revenue. We may also not achieve expected
profitability from these arrangements. As a result of these and
other risks, these outsourcing opportunities may not be
profitable.
We have expanded the primary scope of our acquisitions strategy
beyond acquiring the manufacturing assets of our customers and
potential customers to include manufacturing service providers
with business plans similar to ours and companies with certain
key technologies and capabilities that complement and support
our other current business activities. The amount and scope of
the risks associated with acquisitions of this type extend
beyond those that we have traditionally faced in making
acquisitions. These extended risks include greater uncertainties
in the financial benefits and potential liabilities associated
with this expanded base of acquisitions.
We face
risks arising from the restructuring of our
operations.
Over the past few years, we have undertaken initiatives to
restructure our business operations with the intention of
improving utilization and realizing cost savings in the future.
These initiatives have included changing the number and location
of our production facilities, largely to align our capacity and
infrastructure with current and anticipated customer demand.
This alignment includes transferring programs from higher cost
geographies to lower cost geographies. The process of
restructuring entails, among other activities, moving production
between facilities, closing facilities, reducing the level of
staff, realigning our business processes and reorganizing our
management.
We continuously evaluate our operations and cost structure
relative to general economic conditions, market demands, cost
competitiveness and our geographic footprint as it relates to
our customers production requirements. As a result of this
ongoing evaluation, we initiated the 2006 Restructuring Plan and
the 2009 Restructuring Plan. See Managements
Discussion and Analysis of Financial Condition and Results of
Operations Results of Operations
Restructuring and Impairment Charges and
Note 9 Restructuring and Impairment
Charges to the Consolidated Financial Statements for
further details. If we incur unexpected restructuring charges
related to the 2006 Restructuring Plan, the 2009 Restructuring
Plan, or both, or in connection with any potential future
restructuring program, our financial condition and results of
operations may suffer. We expect that in the future we may
continue to transfer certain of our operations to lower cost
geographies, which may require us to take additional
restructuring charges. We also may decide to transfer certain
operations to other geographies based on changes in our
customers requirements, the tax rates in the jurisdictions
in which we operate or other factors. Restructurings present
significant potential risks of events occurring that could
adversely affect us, including a decrease in employee morale,
delays encountered in finalizing the scope of, and implementing,
the restructurings (including extensive consultations concerning
potential workforce reductions, particularly in locations
outside of the U.S.), the failure to achieve targeted cost
savings and the failure to meet operational targets and customer
requirements due to the loss of employees and any work stoppages
that might occur. These risks are further complicated by our
extensive international operations, which subject us to
different legal and regulatory requirements that govern the
extent and speed, of our ability to reduce our manufacturing
capacity and workforce. In addition, the current global economic
conditions may change how governments regulate restructuring as
the recent global recession has impacted local economies.
Finally, we may have to obtain agreements from our affected
customers for the re-location of our facilities in certain
instances. Obtaining these agreements, along with the volatility
in our customers demand, can further delay restructuring
activities.
We 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:
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hire, retain and expand our qualified engineering and technical
personnel;
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maintain technological leadership;
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develop and market manufacturing services that meet changing
customer needs; and
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successfully anticipate or respond to technological changes in
manufacturing processes on a cost-effective and timely basis.
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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 hire and retain a
sufficient number of engineers and maintain our engineering,
technological and manufacturing expertise, could have a material
adverse effect on our business.
If our
manufacturing processes and services do not comply with
applicable statutory and regulatory requirements, or if we
manufacture products containing design or manufacturing defects,
demand for our services may decline and we may be subject to
liability claims.
We manufacture and design products to our customers
specifications, and, in some cases, our manufacturing processes
and facilities may need to comply with applicable statutory and
regulatory requirements. For example, medical devices that we
manufacture or design, as well as the facilities and
manufacturing processes that we use to produce them, are
regulated by the Food and Drug Administration and
non-U.S. counterparts
of this agency. Similarly, items we manufacture for customers in
the defense and aerospace industries, as well as the processes
we use to produce them, are regulated by the Department of
Defense and the Federal Aviation Authority. In addition, our
customers products and the manufacturing processes that we
use to produce them often are highly complex. As a result,
products that we manufacture may at times contain manufacturing
or design defects, and our manufacturing processes may be
subject to errors or not be in compliance with applicable
statutory and regulatory requirements. Defects in the products
we manufacture or design, whether caused by a design,
manufacturing or component failure or error, or deficiencies in
our manufacturing processes, may result in delayed shipments to
customers or reduced or cancelled customer orders. If these
defects or deficiencies are significant, our business reputation
may also be damaged. The failure of the products that we
manufacture or our manufacturing processes and facilities to
comply with applicable statutory and regulatory requirements may
subject us to legal fines or penalties and, in some cases,
require us to shut down or incur considerable expense to correct
a manufacturing process or facility. In addition, these defects
may result in liability claims against us or expose us to
liability to pay for the recall of a product. The magnitude of
such claims may increase as we expand our medical and aerospace
and defense manufacturing services, as defects in medical
devices and aerospace and defense systems could seriously harm
or kill users of these products and others. Even if our
customers are responsible for the defects, they may not, or may
not have resources to, assume responsibility for any costs or
liabilities arising from these defects, which could expose us to
additional liability claims.
Our
regular manufacturing processes and services may result in
exposure to intellectual property infringement and other
claims.
Providing manufacturing services can expose us to potential
claims that the product design or manufacturing processes
infringe third party intellectual property rights. Even though
many of our manufacturing services contracts generally require
our customers to indemnify us for infringement claims relating
to their products, including associated product specifications
and designs, a particular customer may not, or may not have the
resources to assume responsibility for such claims. In addition,
we may be responsible for claims that our manufacturing
processes or components used in manufacturing infringe third
party intellectual property rights. Infringement claims could
subject us to significant liability for damages, and potentially
injunctive action, or hamper our normal operations such as by
interfering with the availability of components and, regardless
of merits, could be time-consuming and expensive to resolve.
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Our
design services offerings may result in additional exposure to
product liability, intellectual property infringement and other
claims, in addition to the business risk of being unable to
produce the revenues necessary to profit from these
services.
We continue our efforts to offer certain design services,
primarily those relating to products that we manufacture for our
customers, and we also continue to offer design services related
to collaborative design manufacturing and turnkey solutions
(including end-user products and components as products).
Providing such services can expose us to different or greater
potential liabilities than those we face when providing our
regular manufacturing services. Our design services business
increases our exposure to potential product liability claims
resulting from injuries caused by defects in products we design,
as well as potential claims that products we design or processes
we use infringe third-party intellectual property rights. Such
claims could subject us to significant liability for damages,
subject the infringing portion of our business to injunction
and, regardless of their merits, could be time-consuming and
expensive to resolve. We also may have greater potential
exposure from warranty claims and from product recalls due to
problems caused by product design. Costs associated with
possible product liability claims, intellectual property
infringement claims and product recalls could have a material
adverse effect on our results of operations. When providing
collaborative design manufacturing or turnkey solutions, we may
not be guaranteed revenue needed to recoup or profit from the
investment in the resources necessary to design and develop
products. 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 also 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.
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. Warranty claims may also extend to defects
caused by components or materials used in the products but which
are provided to us by our suppliers. 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. Moreover, even if the claim
relates to a defect caused by a supplier, we may not be able to
get an adequate remedy from the supplier.
The
success of our turnkey solution activities depends in part on
our ability to obtain, protect and leverage intellectual
property rights to our designs.
We strive to obtain and protect certain intellectual property
rights to our turnkey solutions designs. We believe that having
a significant level of protected proprietary technology gives us
a competitive advantage in marketing our services. However, we
cannot be certain that the measures that we employ will result
in protected intellectual property rights or will result in the
prevention of unauthorized use of our technology. If we are
unable to obtain and protect intellectual property rights
embodied within our designs, this could reduce or eliminate the
competitive advantages of our proprietary technology, which
would harm our business.
Intellectual
property infringement claims against our customers, our
suppliers or us could harm our business.
Our turnkey solutions products and the products of our customers
may compete against the products of other companies, many of
whom may own the intellectual property rights underlying those
products. Such products may also infringe the intellectual
property rights of third parties that may hold key intellectual
property rights in areas in which we operate but which such
third parties do not actively provide products. Patent clearance
or licensing activities, if any, may be inadequate to anticipate
and avoid third party claims. As a result, in addition to the
risk that we could become subject to claims of intellectual
property infringement, our customers or suppliers could become
subject to infringement claims. Additionally, customers for our
turnkey solutions services, or collaborative designs
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in which we have significant technology contributions, typically
require that we indemnify them against the risk of intellectual
property infringement. If any claims are brought against us or
against our customers for such infringement, regardless of their
merits, we could be required to expend significant resources in
the defense or settlement of such claims, or in the defense or
settlement of related indemnification claims from our customers.
In the event of a claim, we may be required to spend a
significant amount of money to develop non-infringing
alternatives or obtain licenses. We may not be successful in
developing such alternatives or obtaining such a license on
reasonable terms or at all. Our customers may be required to or
decide to discontinue products which are alleged to be
infringing rather than face continued costs of defending the
infringement claims, and such discontinuance may result in a
significant decrease in our business.
We depend
on our officers, managers and skilled personnel.
Our success depends to a large extent upon the continued
services of our executive officers and other skilled personnel.
Generally our employees are not bound by employment or
non-competition agreements, and we cannot assure you that we
will retain our executive officers and other key employees. We
could be seriously harmed by the loss of any of our executive
officers. In order to manage our growth, we will need to
internally develop and 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.
Any delay
in the implementation of our information systems could disrupt
our operations and cause unanticipated increases in our
costs.
We have completed the installation of an Enterprise Resource
Planning system in most of our manufacturing sites, excluding
certain of the sites we acquired in the Taiwan Green Point
Enterprises Co., Ltd. (Green Point) acquisition
transaction, and in our corporate location. We are in the
process of installing this system in certain of our remaining
facilities, including additional Green Point sites, which will
replace the current Manufacturing Resource Planning system, and
financial information systems. Any delay in the implementation
of these information systems could result in material adverse
consequences, including disruption of operations, loss of
information and unanticipated increases in costs.
Compliance
or the failure to comply with current and future environmental,
product stewardship and producer responsibility laws or
regulations could cause us significant expense.
We are subject to a variety of federal, state, local and foreign
environmental, product stewardship and producer responsibility
laws and regulations, including those relating to the use,
storage, discharge and disposal of hazardous chemicals used
during our manufacturing process, those requiring design changes
or conformity assessments or those relating to the recycling of
products we manufacture. If we fail to comply with any present
and future regulations, we could become subject to future
liabilities, and we could face the suspension of production, or
prohibitions on sales of products we manufacture. In addition,
such regulations could restrict our ability to expand our
facilities or could require us to acquire costly equipment, or
to incur other significant expenses, including expenses
associated with the recall of any non-compliant product or with
changes in our procurement and inventory management activities.
Certain environmental laws impose liability for the costs of
investigation, removal or remediation of hazardous or toxic
substances on an owner, occupier or operator of real estate,
even if such person or company was unaware of or not responsible
for the presence of such substances. Soil and groundwater
contamination may have occurred at some of our facilities. From
time to time we investigate, remediate and monitor soil and
groundwater contamination at certain of our operating sites. In
certain instances where contamination existed prior to our
ownership or occupation of a site, landlords or former owners
have retained some contractual responsibility for contamination
and remediation. However, failure of such persons to perform
those obligations could result in us being required to remediate
such contamination. As a result, we may incur
clean-up
costs in such potential removal or remediation efforts. In other
instances, we may be solely responsible for
clean-up
costs associated with remediation efforts.
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From time to time new regulations are enacted, or existing
requirements are changed, and it is difficult to anticipate how
such regulations and changes will be implemented and enforced.
We continue to evaluate the necessary steps for compliance with
regulations as they are enacted.
Over the last several years, we have become subject to certain
legal requirements, principally in Europe, regarding the use of
certain hazardous substances in, and the collection, reuse and
recycling of waste from, certain products that use or generate
electricity. Similar requirements are being developed or imposed
in other areas of the world where we manufacture or sell
products, including China and the U.S. We believe that we
comply, and will be able to continue to comply, with such
emerging requirements. We may experience negative consequences
from these emerging requirements however, including, but not
limited to, supply shortages or delays, increased raw material
and component costs, accelerated obsolescence of certain of our
raw materials, components and products and the need to modify or
create new designs for our existing and future products.
Our failure to comply with any applicable regulatory
requirements or with related contractual obligations could
result in our being directly or indirectly liable for costs
(including product recall
and/or
replacement costs), fines or penalties and third-party claims,
and could jeopardize our ability to conduct business in the
jurisdictions implementing them.
In addition, as global warming issues become more prevalent, the
U.S. and foreign governments are beginning to respond to
these issues. This increasing governmental focus on global
warming may result in new environmental regulations that may
negatively affect us, our suppliers and our customers. This
could cause us to incur additional direct costs in complying
with any new environmental regulations, as well as increased
indirect costs resulting from our customers, suppliers or both
incurring additional compliance costs that get passed on to us.
These costs may adversely impact our operations and financial
condition.
We and our customers are increasingly concerned with
environmental issues, such as waste management (including
recycling) and climate change (including reducing carbon
outputs). We expect these concerns to grow and require increased
investments of time and resources.
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 (including adverse changes to the manner in which the
U.S. taxes U.S. based multinational companies). We
cannot determine in advance the extent to which some
jurisdictions may assess additional tax or interest and
penalties on such additional taxes.
For example, during the third quarter of fiscal year 2010, the
Internal Revenue Service (IRS) completed its field
examination of our tax returns for the fiscal years 2003 through
2005 and issued a Revenue Agents Report on April 30,
2010 proposing adjustments primarily related to:
(1) certain costs that we treated as corporate expenses and
that the IRS proposes be charged out to our foreign affiliates
and (2) certain purported intangible values the IRS felt
were transferred to certain of our foreign subsidiaries free of
charge. If the IRS ultimately prevails in its positions, our
additional income tax payment due for the fiscal years 2003
through 2005 would be approximately $70.2 million before
utilization of any tax attributes arising in periods subsequent
to fiscal year 2005. In addition, the IRS will likely make
similar claims in future audits with respect to these types of
transactions (at this time, determination of the additional
income tax due for these later years is not practicable). Also,
the IRS has proposed interest and penalties with respect to
fiscal years 2003 through 2005 and we anticipate the IRS may
seek to impose interest and penalties in subsequent years with
respect to the same types of issues. We disagree with the
proposed adjustments and intend to vigorously contest this
matter through applicable IRS and judicial procedures, as
appropriate. While we currently believe that the resolution of
these issues will not have a material effect on our financial
position or liquidity, an unfavorable resolution, particularly
if the IRS successfully asserts similar claims for later years,
could have a material effect on our results of operations and
financial condition (particularly in the quarter in which any
adjustment is recorded or any tax is due or paid). For further
discussion related to our income taxes, refer to
Managements Discussion and Analysis of Financial
Condition and Results of Operations
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Critical Accounting Policies and Estimates Income
Taxes and Note 4 Income Taxes
to the Consolidated Financial Statements.
In addition, our effective tax rate may be increased by the
generation of higher income in countries with higher tax rates,
or changes in local tax rates. For example, China enacted a
unified enterprise income tax law, effective January 1,
2008, which has resulted in a higher tax rate on operations in
China as the rate increase is phased in over several years.
Several countries in which we are located allow for tax
incentives to attract and retain business. We have obtained
incentives where available and practicable. Our taxes could
increase if certain tax incentives are retracted (which in some
cases could occur if we fail to satisfy the conditions on which
such incentives are based), or if they are not renewed upon
expiration, or tax rates applicable to us in such jurisdictions
are otherwise increased. It is anticipated that tax incentives
with respect to certain operations will expire within the next
year. However, due to the possibility of changes in existing tax
law and our operations, we are unable to predict how these
expirations will impact us in the future. In addition,
acquisitions may cause our effective tax rate to increase,
depending on the jurisdictions in which the acquired operations
are located.
Our
credit rating may be downgraded.
Our credit is rated by credit rating agencies. Our
7.750% Senior Notes and our 8.250% Senior Notes are
currently rated BBB- by Fitch Ratings (Fitch), Ba1
by Moodys and BB+ by S&P, and are considered to be
below investment grade debt by Moodys and
S&P and investment grade debt by Fitch. Any
potential future negative change in our credit rating, may make
it more expensive for us to raise additional capital in the
future on terms that are acceptable to us, if at all; may
negatively impact the price of our common stock; may increase
our interest payments under existing debt agreements; and may
have other negative implications on our business, many of which
are beyond our control. In addition, as discussed in
Managements Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and
Capital Resources, the interest rate payable on the
8.250% Senior Notes and under the Credit Facility is
subject to adjustment from time to time if our credit ratings
change. Thus, any potential future negative change in our credit
rating may increase the interest rate payable on the
8.250% Senior Notes, the Credit Facility and certain of our
other borrowings.
Our
amount of debt could significantly increase in the
future.
As of August 31, 2010, our debt obligations consisted of
$400.0 million under our 8.250% Senior Notes,
$312.0 million under our 7.750% Senior Notes and
$340.0 million outstanding under the term portion of our
Credit Facility. As of August 31, 2010, there was
$147.6 million outstanding under various bank loans to
certain of our foreign subsidiaries and under various other debt
obligations. Refer to Managements Discussion and
Analysis of Financial Condition and Results of
Operations Liquidity and Capital Resources and
Note 7 Notes Payable, Long-Term Debt and
Long-Term Lease Obligations to the Consolidated Financial
Statements for further details.
As of August 31, 2010, we have the ability to borrow up to
$800.0 million under the revolving credit portion of the
Credit Facility. In addition, the Credit Facility contemplates a
potential increase of the revolving credit portion of up to an
additional $200.0 million, if we and the lenders later agree to
such increase. We could incur additional indebtedness in the
future in the form of bank loans, notes or convertible
securities.
Should we desire to consummate significant additional
acquisition opportunities, undertake significant additional
expansion activities or make substantial investments in our
infrastructure, our capital needs would increase and could
possibly result in our need to increase available borrowings
under our revolving credit facilities or access public or
private debt and equity markets. There can be no assurance,
however, that we would be successful in raising additional debt
or equity on terms that we would consider acceptable. An
increase in the level of our indebtedness, among other things,
could:
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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;
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limit our flexibility in planning for, or reacting to changes
in, our business;
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make us more vulnerable in the event of a downturn in our
business; and
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impact certain financial covenants that we are subject to in
connection with our debt and securitization programs, including,
among others, the maximum ratio of debt to consolidated EBITDA
(as defined in our debt agreements and securitization programs).
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There can be no assurance that we will be able to meet future
debt service obligations.
We are
subject to risks of currency fluctuations and related hedging
operations.
More than an insignificant portion of our business is conducted
in currencies other than the U.S. dollar. Changes in
exchange rates among other currencies and the U.S. dollar
will affect our cost of sales, operating margins and net
revenue. We cannot predict the impact of future exchange rate
fluctuations. We use financial instruments, primarily forward
contracts, to economically hedge U.S. dollar and other
currency commitments arising from trade accounts receivable,
trade accounts payable, fixed purchase obligations and other
foreign currency obligations. Based on our calculations and
current forecasts, we believe that our hedging activities enable
us to largely protect ourselves from future exchange rate
fluctuations. If, however, these hedging activities are not
successful or if we change or reduce these hedging activities in
the future, we may experience significant unexpected expenses
from fluctuations in exchange rates.
An
adverse change in the interest rates for our borrowings could
adversely affect our financial condition.
We pay interest on outstanding borrowings under our revolving
credit facilities and certain other long term debt obligations
at interest rates that fluctuate based upon changes in various
base interest rates. An adverse change in the base rates upon
which our interest rates are determined could have a material
adverse effect on our financial position, results of operations
and cash flows.
We face
certain risks in collecting our trade accounts
receivable.
Most of our customer sales are paid for after the goods and
services have been delivered. If any of our customers has any
liquidity issues (the risk of which could be relatively high,
relative to historical conditions, due to current economic
conditions), then we could encounter delays or defaults in
payments owed to us which could have a significant adverse
impact on our financial condition and results of operations. For
example, two of our customers each filed a petition in fiscal
year 2009 for reorganization under bankruptcy law. We have
analyzed our financial exposure resulting from both of these
customers bankruptcy filings and as a result have recorded
an allowance for doubtful accounts based upon our anticipated
exposure associated with these events. Our allowance for
doubtful accounts receivables was $13.9 million as of
August 31, 2010 (which represented approximately 1% of our
gross trade accounts receivable balance) and $15.5 million
as of August 31, 2009 (which represented approximately 1%
of our gross trade accounts receivable balance).
Certain
of our existing stockholders have significant control.
At August 31, 2010, our executive officers, directors and
certain of their family members collectively beneficially owned
12.3% of our outstanding common stock, of which William D.
Morean, our Chairman of the Board, beneficially owned 7.0%. 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.
Our stock
price may be volatile.
Our common stock is traded on the New York Stock Exchange (the
NYSE). The market price of our common stock has
fluctuated substantially in the past and could fluctuate
substantially in the future, based on a variety of factors,
including future announcements covering us or our key customers
or competitors, government regulations, litigation, changes in
earnings estimates by analysts, fluctuations in quarterly
operating results, or general conditions in our industry and the
aerospace, automotive, computing, consumer, defense, industrial,
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instrumentation, medical, networking, peripherals, solar,
storage and telecommunications industries. Furthermore, stock
prices for many companies and high technology companies in
particular, fluctuate widely for reasons that may be unrelated
to their operating results. Those fluctuations and general
economic, political and market conditions, such as recessions or
international currency fluctuations and demand for our services,
may adversely affect the market price of our common stock.
Provisions
in our charter documents and state law may make it harder for
others to obtain control of us even though some shareholders
might consider such a development to be favorable.
Our shareholder rights plan, provisions of our amended
certificate of incorporation and the Delaware Corporation Laws
may delay, inhibit or prevent someone from gaining control of us
through a tender offer, business combination, proxy contest or
some other method. These provisions may adversely impact our
shareholders because they may decrease the possibility of a
transaction in which our shareholders receive an amount of
consideration in exchange for their shares that is at a
significant premium to the then current market price of our
shares. These provisions include:
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a poison pill shareholder rights plan;
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a restriction in our bylaws on the ability of shareholders to
take action by less than unanimous written consent; and
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|
a statutory restriction on business combinations with some types
of interested shareholders.
|
Changes
in the securities laws and regulations have increased, and may
continue to increase, our costs; and any future changes would
likely increase our costs.
The Sarbanes-Oxley Act of 2002, as well as related rules
promulgated by the SEC and the NYSE, required changes in some of
our corporate governance, securities disclosure and compliance
practices. Compliance with these rules has increased our legal
and financial accounting costs for several years following the
announcement and effectiveness of these new rules. While these
costs are no longer increasing, they may in fact increase in the
future. In addition, given the recent turmoil in the securities
and credit markets, as well as the global economy, many
U.S. and international governmental, regulatory and
supervisory authorities including, but not limited to, the SEC
and the NYSE, have recently enacted additional changes in their
laws, regulations and rules (such as the recent Dodd-Frank Act)
and may be contemplating additional changes. These changes, and
any such future changes, may cause our legal and financial
accounting costs to increase.
Due to
inherent limitations, there can be no assurance that our system
of disclosure and internal controls and procedures will be
successful in preventing all errors or fraud, or in informing
management of all material information in a timely
manner.
Our management, including our CEO and CFO, does not expect that
our disclosure controls and internal controls and procedures
will prevent all error and all fraud. A control system, no
matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system
reflects that there are resource constraints, and the benefits
of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the
company have been or will be detected. These inherent
limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur
simply because of error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of
the control.
The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in
achieving its stated goals under all potential future
conditions; over time, a control may become inadequate because
of changes in conditions, or the degree of compliance with the
policies or procedures may deteriorate. Because of the inherent
limitations in a
cost-effective
control system, misstatements due to error or fraud may occur
and may not be detected.
30
If we
receive other than an unqualified opinion on the adequacy of our
internal control over financial reporting as of August 31,
2011 or any future year-ends, investors could lose confidence in
the reliability of our financial statements, which could result
in a decrease in the value of your shares.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002,
public companies are required to include an annual report on
internal control over financial reporting in their annual
reports on
Form 10-K
that contains an assessment by management of the effectiveness
of the companys internal control over financial reporting.
Our independent registered public accounting firm, KPMG LLP,
issued an unqualified opinion on the effectiveness of our
internal control over financial reporting as of August 31,
2010. While we continuously conduct a rigorous review of our
internal control over financial reporting in order to assure
compliance with the Section 404 requirements, if our
independent registered public accounting firm interprets the
Section 404 requirements and the related rules and
regulations differently from us or if our independent registered
public accounting firm is not satisfied with our internal
control over financial reporting or with the level at which it
is documented, operated or reviewed, they may issue an adverse
opinion. An adverse opinion could result in an adverse reaction
in the financial markets due to a loss of confidence in the
reliability of our Consolidated Financial Statements.
In addition, we have spent a significant amount of resources in
complying with Section 404s requirements. For the
foreseeable future, we will likely continue to spend substantial
amounts complying with Section 404s requirements, as
well as improving and enhancing our internal control over
financial reporting.
There are
inherent uncertainties involved in estimates, judgments and
assumptions used in the preparation of financial statements in
accordance with U.S. generally accepted accounting principles
(U.S. GAAP). Any changes in U.S. GAAP or in
estimates, judgments and assumptions could have a material
adverse effect on our business, financial position and results
of operations.
The consolidated financial statements included in the periodic
reports we file with the SEC are prepared in accordance with
U.S. GAAP. The preparation of financial statements in
accordance with U.S. GAAP involves making estimates,
judgments and assumptions that affect reported amounts of
assets, liabilities and related reserves, revenues, expenses and
income. Estimates, judgments and assumptions are inherently
subject to change in the future, and any such changes could
result in corresponding changes to the amounts of assets,
liabilities and related reserves, revenues, expenses and income.
Any such changes could have a material adverse effect on our
financial position and results of operations. In addition, the
principles of U.S. GAAP are subject to interpretation by
the Financial Accounting Standards Board, the American Institute
of Certified Public Accountants, the SEC and various bodies
formed to create appropriate accounting policies, and interpret
such policies. A change in those policies can have a significant
effect on our accounting methods. For example, although not yet
currently required, the SEC could require us to adopt the
International Financial Reporting Standards in the next few
years, which could have a significant effect on certain of our
accounting methods.
We are
subject to risks associated with natural disasters and global
events.
Our operations may be subject to natural disasters or other
business disruptions, which could seriously harm our results of
operation and increase our costs and expenses. We are
susceptible to losses and interruptions caused by hurricanes
(including in Florida, where our headquarters are located),
earthquakes, power shortages, telecommunications failures, water
shortages, tsunamis, floods, typhoons, fire, extreme weather
conditions, geopolitical events such as terrorist acts or
widespread criminal activities and other natural or manmade
disasters. Our insurance coverage with respect to natural
disasters is limited and is subject to deductibles and coverage
limits. Such coverage may not be adequate, or may not continue
to be available at commercially reasonable rates and terms.
Energy
price increases may negatively impact our results of
operations.
Certain of the components that we use in our manufacturing
activities are petroleum-based. In addition, we, along with our
suppliers and customers, rely on various energy sources
(including oil) in our transportation activities. While
significant uncertainty currently exists about the future levels
of energy prices, a significant increase is possible. Increased
energy prices could cause an increase to our raw material costs
and transportation costs. In addition, increased transportation
costs of certain of our suppliers and customers could be passed
along to
31
us. We may not be able to increase our product prices enough to
offset these increased costs. In addition, any increase in our
product prices may reduce our future customer orders and
profitability.
|
|
Item 1B.
|
Unresolved
Staff Comments
|
We have not received any written comments from the SEC staff
regarding our periodic or current reports under the Exchange Act
that were received on or before the date that is 180 days
before the end of our 2010 fiscal year and that remain
unresolved.
We have manufacturing, aftermarket services, design and support
operations located in Austria, Belgium, Brazil, China, England,
Germany, Hungary, India, Ireland, Japan, Malaysia, Mexico, The
Netherlands, Poland, Russia, Scotland, Singapore, Taiwan,
Turkey, Ukraine, the U.S. and Vietnam. As part of our
historical restructuring programs, certain of our facilities are
no longer used in our business operations, as identified in the
table below. We believe that our properties are generally in
good condition, are well maintained and are generally suitable
and adequate to carry out our business at expected capacity for
the foreseeable future. The table below lists the locations and
square footage for our facilities as of August 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
Type of Interest
|
|
|
Location
|
|
Square Footage
|
|
(Leased/Owned)
|
|
Description of Use
|
|
Auburn Hills, Michigan
|
|
|
207,000
|
|
|
Owned
|
|
Manufacturing
|
Auburn Hills, Michigan
|
|
|
19,000
|
|
|
Leased
|
|
Support
|
Belo Horizonte, Brazil
|
|
|
298,000
|
|
|
Leased
|
|
Manufacturing
|
Billerica, Massachusetts(1)
|
|
|
503,000
|
|
|
Leased
|
|
Support
|
Chihuahua, Mexico
|
|
|
1,025,000
|
|
|
Owned
|
|
Manufacturing, Aftermarket
|
Chihuahua, Mexico
|
|
|
168,000
|
|
|
Leased
|
|
Manufacturing
|
Colorado Springs, Colorado
|
|
|
7,000
|
|
|
Leased
|
|
Design
|
Guadalajara, Mexico
|
|
|
363,000
|
|
|
Owned
|
|
Manufacturing
|
Guadalajara, Mexico
|
|
|
398,000
|
|
|
Leased
|
|
Manufacturing
|
Louisville, Kentucky
|
|
|
140,000
|
|
|
Leased
|
|
Aftermarket
|
McAllen, Texas
|
|
|
211,000
|
|
|
Leased
|
|
Aftermarket
|
Manaus, Brazil
|
|
|
93,000
|
|
|
Leased
|
|
Manufacturing
|
Memphis, Tennessee
|
|
|
1,202,000
|
|
|
Leased
|
|
Manufacturing, Aftermarket
|
Nogales, Mexico
|
|
|
100,000
|
|
|
Leased
|
|
Manufacturing, Aftermarket
|
Poughkeepsie, New York
|
|
|
40,000
|
|
|
Leased
|
|
Manufacturing
|
Reynosa, Mexico
|
|
|
421,000
|
|
|
Owned
|
|
Aftermarket
|
Reynosa, Mexico(1)
|
|
|
320,000
|
|
|
Leased
|
|
Manufacturing, Aftermarket
|
Round Rock, Texas
|
|
|
65,000
|
|
|
Leased
|
|
Aftermarket
|
San Jose, California(1)
|
|
|
181,000
|
|
|
Leased
|
|
Prototype Manufacturing
|
Sorocaba, Brazil
|
|
|
60,000
|
|
|
Leased
|
|
Manufacturing
|
St. Petersburg, Florida
|
|
|
168,000
|
|
|
Leased
|
|
Manufacturing, Support
|
St. Petersburg, Florida
|
|
|
264,000
|
|
|
Owned
|
|
Manufacturing, Design, Aftermarket, Support
|
Tempe, Arizona
|
|
|
191,000
|
|
|
Owned
|
|
Manufacturing
|
Tempe, Arizona
|
|
|
4,000
|
|
|
Leased
|
|
Training, Storage
|
|
|
|
|
|
|
|
|
|
Total Americas
|
|
|
6,448,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexandra, Singapore
|
|
|
17,000
|
|
|
Leased
|
|
Manufacturing
|
Beijing, China
|
|
|
9,000
|
|
|
Leased
|
|
Design
|
Chennai, India(2)
|
|
|
284,000
|
|
|
Owned
|
|
Manufacturing
|
Gotemba, Japan
|
|
|
138,000
|
|
|
Leased
|
|
Manufacturing
|
Hachiouji, Japan
|
|
|
24,000
|
|
|
Leased
|
|
Manufacturing
|
32
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
Type of Interest
|
|
|
Location
|
|
Square Footage
|
|
(Leased/Owned)
|
|
Description of Use
|
|
Ho Chi Minh City, Vietnam
|
|
|
105,000
|
|
|
Leased
|
|
Manufacturing
|
Huangpu, China
|
|
|
2,613,000
|
|
|
Owned
|
|
Manufacturing
|
Huangpu, China
|
|
|
925,000
|
|
|
Leased
|
|
Manufacturing
|
Hsinchu, Taiwan
|
|
|
12,000
|
|
|
Leased
|
|
Design
|
Mumbai, India
|
|
|
2,000
|
|
|
Leased
|
|
Support
|
Nanjing, China
|
|
|
135,000
|
|
|
Leased
|
|
Manufacturing
|
Penang, Malaysia
|
|
|
1,117,000
|
|
|
Owned
|
|
Manufacturing, Aftermarket
|
Penang, Malaysia
|
|
|
219,000
|
|
|
Leased
|
|
Manufacturing
|
Pune, India
|
|
|
6,000
|
|
|
Leased
|
|
Manufacturing
|
Ranjangaon, India
|
|
|
262,000
|
|
|
Owned
|
|
Manufacturing
|
Shanghai, China
|
|
|
494,000
|
|
|
Owned
|
|
Manufacturing, Design, Aftermarket
|
Shenzhen, China
|
|
|
828,000
|
|
|
Leased
|
|
Manufacturing
|
Suzhou, China
|
|
|
502,000
|
|
|
Leased
|
|
Manufacturing, Aftermarket
|
Taichung, Taiwan
|
|
|
437,000
|
|
|
Owned
|
|
Manufacturing, Design
|
Taichung, Taiwan
|
|
|
103,000
|
|
|
Leased
|
|
Manufacturing, Design
|
Taipei, Taiwan
|
|
|
9,000
|
|
|
Leased
|
|
Design
|
Tampines, Singapore
|
|
|
38,000
|
|
|
Leased
|
|
Manufacturing
|
Tianjin, China
|
|
|
1,335,000
|
|
|
Leased
|
|
Manufacturing
|
Tianjin, China
|
|
|
158,000
|
|
|
Owned
|
|
Manufacturing
|
Toa Payoh, Singapore
|
|
|
87,000
|
|
|
Leased
|
|
Manufacturing
|
Tokyo, Japan
|
|
|
4,000
|
|
|
Leased
|
|
Design, Support
|
Wuxi, China
|
|
|
462,000
|
|
|
Owned
|
|
Manufacturing
|
Wuxi, China
|
|
|
1,796,000
|
|
|
Leased
|
|
Manufacturing
|
Yantai, China
|
|
|
212,000
|
|
|
Leased
|
|
Manufacturing
|
|
|
|
|
|
|
|
|
|
Total Asia
|
|
|
12,333,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amsterdam, The Netherlands
|
|
|
117,000
|
|
|
Leased
|
|
Aftermarket
|
Ankara, Turkey
|
|
|
1,000
|
|
|
Leased
|
|
Support
|
Ayr, Scotland
|
|
|
13,000
|
|
|
Leased
|
|
Manufacturing
|
Bydgoszcz, Poland
|
|
|
177,000
|
|
|
Leased
|
|
Aftermarket
|
Coventry, England
|
|
|
46,000
|
|
|
Leased
|
|
Aftermarket
|
Dublin, Ireland
|
|
|
4,000
|
|
|
Leased
|
|
Support
|
Eindhoven, The Netherlands
|
|
|
3,000
|
|
|
Leased
|
|
Support
|
Hasselt, Belgium
|
|
|
85,000
|
|
|
Leased
|
|
Prototype Manufacturing, Design
|
Jena, Germany
|
|
|
18,000
|
|
|
Leased
|
|
Design
|
Kwidzyn, Poland
|
|
|
699,000
|
|
|
Owned
|
|
Manufacturing
|
Livingston, Scotland
|
|
|
130,000
|
|
|
Owned
|
|
Manufacturing, Support
|
Szombathely, Hungary
|
|
|
198,000
|
|
|
Owned
|
|
Aftermarket
|
Szombathely, Hungary
|
|
|
58,000
|
|
|
Leased
|
|
Aftermarket
|
Tiszaujvaros, Hungary
|
|
|
409,000
|
|
|
Owned
|
|
Manufacturing
|
Tiszaujvaros, Hungary
|
|
|
113,000
|
|
|
Leased
|
|
Manufacturing
|
Tver, Russia
|
|
|
60,000
|
|
|
Leased
|
|
Manufacturing
|
Uzhgorod, Ukraine
|
|
|
225,000
|
|
|
Owned
|
|
Manufacturing
|
Vienna, Austria
|
|
|
104,000
|
|
|
Leased
|
|
Prototype Manufacturing, Design
|
|
|
|
|
|
|
|
|
|
Total Europe
|
|
|
2,460,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Facilities at August 31, 2010
|
|
|
21,241,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
|
|
|
(1) |
|
A portion of this facility is no longer used in our business
operations. |
|
(2) |
|
This facility is no longer used in our business operations. |
Certifications
Our manufacturing facilities and our aftermarket facilities are
ISO certified to ISO 9001:2000 standards and most are also
certified to ISO-14001 environmental standards. Following are
additional certifications that are held by certain of our
manufacturing facilities as listed:
|
|
|
|
|
Aerospace Standard AS/EN 9100 Livingston,
Scotland; Singapore City, Singapore; Penang, Malaysia;
St. Petersburg, Florida; and Tempe, Arizona.
|
|
|
|
Automotive Standard TS16949 Chihuahua,
Mexico; Huangpu, Shenzhen, Suzhou, Tianjin and Wuxi China;
Tiszaujvaros, Hungary; and Vienna, Austria.
|
|
|
|
FDA Medical Certification Auburn Hills,
Michigan; Livingston, Scotland; and Shanghai and Suzhou, China.
|
|
|
|
Medical Standard ISO-13485 Auburn Hills,
Michigan; Guadalajara, Mexico; Hasselt, Belgium; Livingston,
Scotland; San Jose, California; Shanghai, China; Tempe,
Arizona; Tiszaujvaros, Hungary; Vienna, Austria; Penang,
Malaysia; Louisville, Kentucky; and Huangpu, Shenzhen and Wuxi,
China.
|
|
|
|
Occupational Health & Safety Management System
Standard OHSAS 18001 Ayr, Scotland; Guadalajara,
Mexico; Huangpu and Shanghai, China; Manaus, Brazil; Penang,
Malaysia; Singapore City, Singapore; St. Petersburg,
Florida; Tiszaujvaros, Hungary; Memphis, Tennessee; Ho Chi Minh,
Vietnam; Taichung, Taiwan; Bydgoszcz, Poland; and Wuxi and
Yantai, China.
|
|
|
|
Telecommunications Standard TL 9000 Penang,
Malaysia; San Jose, California; and Huangpu, Shanghai and
Wuxi, China.
|
|
|
|
ESD/ANSI 20:20 Standard Guadalajara,
Mexico; Auburn Hills, Michigan; St. Petersburg, Florida; Tempe,
Arizona; Penang, Malaysia; Shanghai and Wuxi, China.
|
|
|
Item 3.
|
Legal
Proceedings
|
We are party to certain lawsuits in the ordinary course of
business. We do not believe that these proceedings, individually
or in the aggregate, will have a material adverse effect on our
financial position, results of operations or cash flows.
34
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
Our common stock trades on the New York Stock Exchange under the
symbol JBL. The following table sets forth the high
and low sales prices per share for our common stock as reported
on the New York Stock Exchange for the fiscal periods indicated.
|
|
|
|
|
|
|
|
|
|
|
High
|
|
Low
|
|
Fiscal Year Ended August 31, 2010
|
|
|
|
|
|
|
|
|
First Quarter (September 1, 2009
November 30, 2009)
|
|
$
|
15.45
|
|
|
$
|
10.41
|
|
Second Quarter (December 1, 2009
February 28, 2010)
|
|
$
|
17.91
|
|
|
$
|
12.81
|
|
Third Quarter (March 1, 2010 May 31, 2010)
|
|
$
|
18.49
|
|
|
$
|
12.24
|
|
Fourth Quarter (June 1, 2010 August 31,
2010)
|
|
$
|
15.90
|
|
|
$
|
10.17
|
|
Fiscal Year Ended August 31, 2009
|
|
|
|
|
|
|
|
|
First Quarter (September 1, 2008
November 30, 2008)
|
|
$
|
17.33
|
|
|
$
|
4.77
|
|
Second Quarter (December 1, 2008
February 28, 2009)
|
|
$
|
7.66
|
|
|
$
|
4.14
|
|
Third Quarter (March 1, 2009 May 31, 2009)
|
|
$
|
9.14
|
|
|
$
|
3.10
|
|
Fourth Quarter (June 1, 2009 August 31,
2009)
|
|
$
|
11.24
|
|
|
$
|
6.59
|
|
On October 11, 2010, the closing sales price for our common
stock as reported on the New York Stock Exchange was $14.57. As
of October 11, 2010, there were 4,245 holders of record of
our common stock.
Information regarding equity compensation plans is incorporated
by reference to the information set forth in Item 12 of
Part III of this report.
Dividends
The following table sets forth certain information relating to
our cash dividends declared to common stockholders during fiscal
years 2010 and 2009.
Dividend
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of Cash
|
|
|
|
|
|
|
Dividend
|
|
Dividend
|
|
Dividends
|
|
Date of Record for
|
|
Dividend Cash
|
|
|
Declaration Date
|
|
per Share
|
|
Declared
|
|
Dividend Payment
|
|
Payment Date
|
|
|
(In thousands, except for per share data)
|
|
Fiscal year 2010:
|
|
October 22, 2009
|
|
$
|
0.07
|
|
|
$
|
15,186
|
(1)
|
|
November 16, 2009
|
|
December 1, 2009
|
|
|
January 22, 2010
|
|
$
|
0.07
|
|
|
$
|
15,238
|
|
|
February 16, 2010
|
|
March 1, 2010
|
|
|
April 14, 2010
|
|
$
|
0.07
|
|
|
$
|
15,221
|
|
|
May 17, 2010
|
|
June 1, 2010
|
|
|
July 22, 2010
|
|
$
|
0.07
|
|
|
$
|
15,247
|
|
|
August 16, 2010
|
|
September 1, 2010
|
Fiscal year 2009:
|
|
October 24, 2008
|
|
$
|
0.07
|
|
|
$
|
14,916
|
|
|
November 17, 2008
|
|
December 1, 2008
|
|
|
January 22, 2009
|
|
$
|
0.07
|
|
|
$
|
14,974
|
|
|
February 17, 2009
|
|
March 2, 2009
|
|
|
April 23, 2009
|
|
$
|
0.07
|
|
|
$
|
14,954
|
|
|
May 15, 2009
|
|
June 1, 2009
|
|
|
July 16, 2009
|
|
$
|
0.07
|
|
|
$
|
14,992
|
|
|
August 17, 2009
|
|
September 1, 2009
|
|
|
|
(1) |
|
Of the $15.2 million in total dividends declared during the
first fiscal quarter of 2010, $14.4 million was paid out of
additional paid-in capital (which represents the amount of
dividends declared in excess of the Companys retained
earnings balance at the date that the dividends were declared). |
We currently expect to continue to declare and pay quarterly
dividends of an amount similar to our past declarations.
However, the declaration and payment of future dividends are
discretionary and will be subject to determination by our Board
of Directors each quarter following its review of our financial
performance.
35
Issuer
Purchases of Equity Securities
The following table provides information relating to our
repurchase of common stock for the fourth quarter of fiscal year
2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
Total Number of
|
|
Dollar Value of
|
|
|
Total Number
|
|
|
|
Shares Purchased
|
|
Shares that May
|
|
|
of Shares
|
|
Average Price
|
|
as Part of Publicly
|
|
Yet Be Purchased
|
Period
|
|
Purchased(1)
|
|
Paid per Share
|
|
Announced Program
|
|
Under the Program
|
|
June 1, 2010 June 30, 2010
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
July 1, 2010 July 31, 2010
|
|
|
975
|
|
|
$
|
15.19
|
|
|
|
|
|
|
|
|
|
August 1, 2010 August 31, 2010
|
|
|
246
|
|
|
$
|
14.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,221
|
|
|
$
|
15.09
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The number of shares reported above as purchased are
attributable to shares surrendered to us by employees in payment
of the exercise price related to Option exercises or minimum tax
obligations related to vesting of restricted shares. |
36
|
|
Item 6.
|
Selected
Financial Data
|
The following selected data are derived from our Consolidated
Financial Statements. This data should be read in conjunction
with the Consolidated Financial Statements and notes thereto
incorporated into Item 8, and with Item 7,
Managements Discussion and Analysis of Financial Condition
and Results of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands, except for per share data)
|
|
|
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
13,409,411
|
|
|
$
|
11,684,538
|
|
|
$
|
12,779,703
|
|
|
$
|
12,290,592
|
|
|
$
|
10,265,447
|
|
Cost of revenue
|
|
|
12,405,267
|
|
|
|
10,965,723
|
|
|
|
11,911,902
|
|
|
|
11,478,562
|
|
|
|
9,500,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
1,004,144
|
|
|
|
718,815
|
|
|
|
867,801
|
|
|
|
812,030
|
|
|
|
764,900
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
589,738
|
|
|
|
495,941
|
|
|
|
491,324
|
|
|
|
491,967
|
|
|
|
382,210
|
|
Research and development
|
|
|
28,085
|
|
|
|
27,321
|
|
|
|
32,984
|
|
|
|
36,381
|
|
|
|
34,975
|
|
Amortization of intangibles
|
|
|
25,934
|
|
|
|
31,039
|
|
|
|
37,288
|
|
|
|
29,347
|
|
|
|
24,323
|
|
Restructuring and impairment charges
|
|
|
8,217
|
|
|
|
51,894
|
|
|
|
54,808
|
|
|
|
72,396
|
|
|
|
81,585
|
|
Goodwill impairment charges
|
|
|
|
|
|
|
1,022,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on disposal of subsidiaries
|
|
|
24,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
327,566
|
|
|
|
(910,201
|
)
|
|
|
251,397
|
|
|
|
181,939
|
|
|
|
241,807
|
|
Other expense
|
|
|
4,087
|
|
|
|
20,111
|
|
|
|
11,902
|
|
|
|
15,888
|
|
|
|
11,918
|
|
Interest income
|
|
|
(2,956
|
)
|
|
|
(7,426
|
)
|
|
|
(12,014
|
)
|
|
|
(14,531
|
)
|
|
|
(18,734
|
)
|
Interest expense
|
|
|
79,168
|
|
|
|
82,247
|
|
|
|
94,316
|
|
|
|
86,069
|
|
|
|
23,507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
|
247,267
|
|
|
|
(1,005,133
|
)
|
|
|
157,193
|
|
|
|
94,513
|
|
|
|
225,116
|
|
Income tax expense
|
|
|
76,501
|
|
|
|
160,898
|
|
|
|
25,119
|
|
|
|
21,401
|
|
|
|
60,598
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
170,766
|
|
|
|
(1,166,031
|
)
|
|
|
132,074
|
|
|
|
73,112
|
|
|
|
164,518
|
|
Net income (loss) attributable to noncontrolling interests, net
of income tax expense
|
|
|
1,926
|
|
|
|
(819
|
)
|
|
|
(1,818
|
)
|
|
|
(124
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Jabil Circuit, Inc.
|
|
$
|
168,840
|
|
|
$
|
(1,165,212
|
)
|
|
$
|
133,892
|
|
|
$
|
73,236
|
|
|
$
|
164,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to the stockholders of Jabil Circuit,
Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.79
|
|
|
$
|
(5.63
|
)
|
|
$
|
0.64
|
|
|
$
|
0.35
|
|
|
$
|
0.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.78
|
|
|
$
|
(5.63
|
)
|
|
$
|
0.64
|
|
|
$
|
0.35
|
|
|
$
|
0.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
214,332
|
|
|
|
207,002
|
|
|
|
209,805
|
|
|
|
206,724
|
|
|
|
208,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
217,597
|
|
|
|
207,002
|
|
|
|
210,425
|
|
|
|
209,801
|
|
|
|
213,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
$
|
1,048,844
|
|
|
$
|
990,900
|
|
|
$
|
1,091,497
|
|
|
$
|
675,446
|
|
|
$
|
977,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
6,367,747
|
|
|
$
|
5,317,858
|
|
|
$
|
7,032,137
|
|
|
$
|
6,295,232
|
|
|
$
|
5,411,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current installments of notes payable, long-term debt and
long-term lease obligations
|
|
$
|
167,566
|
|
|
$
|
197,575
|
|
|
$
|
269,937
|
|
|
$
|
501,716
|
|
|
$
|
63,813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable, long-term debt and long term lease
obligations, less current installments
|
|
$
|
1,018,930
|
|
|
$
|
1,036,873
|
|
|
$
|
1,099,473
|
|
|
$
|
760,477
|
|
|
$
|
329,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Jabil Circuit, Inc. stockholders equity
|
|
$
|
1,578,046
|
|
|
$
|
1,435,162
|
|
|
$
|
2,715,725
|
|
|
$
|
2,443,011
|
|
|
$
|
2,294,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared, per share
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
Overview
We are one of the leading providers of worldwide electronic
manufacturing services and solutions. We provide comprehensive
electronics design, production, product management and
aftermarket services to companies in the aerospace, automotive,
computing, consumer, defense, industrial, instrumentation,
medical, networking, peripherals, solar, storage and
telecommunications industries. The industry in which we operate
is composed of companies that provide a range of manufacturing
and design services to companies that utilize electronics
components. The industry experienced rapid change and growth
through the 1990s as an increasing number of companies
chose to outsource an increasing portion, and, in some cases,
all of their manufacturing requirements. In mid-2001, the
industrys revenue declined as a result of significant
cut-backs in customer production requirements, which was
consistent with the overall downturn in the technology sector at
the time. In response to this downturn in the technology sector,
we implemented restructuring programs to reduce our cost
structure and further align our manufacturing capacity with the
geographic production demands of our customers. Industry
revenues generally began to stabilize in 2003 and companies
turned to outsourcing versus internal manufacturing. In
addition, the number of industries serviced, as well as the
market penetration in certain industries, by electronic
manufacturing service providers has increased over the past
several years. In mid-2008, the industrys revenue declined
when a deteriorating macro-economic environment resulted in
illiquidity in the overall credit markets and a significant
economic downturn in the North American, European and Asian
markets. In response to this downturn, we implemented additional
restructuring programs to reduce our cost structure and further
align our manufacturing capacity with the geographic production
demands of our customers.
Though significant uncertainty remains regarding the extent and
timing of the economic recovery, we continue to see signs of
stabilization as the overall credit markets have significantly
improved and it appears that the global economic stimulus
programs put in place are having a positive impact, particularly
in China. We will continue to monitor the current economic
environment and its potential impact on both the customers that
we serve as well as our end-markets and closely manage our costs
and capital resources so that we can respond appropriately as
circumstances continue to change. Also, as a result of recent
economic conditions, some of our customers have moved a portion
of their manufacturing from us in order to more fully utilize
their excess internal manufacturing capacity. This movement, and
possible future movements, may negatively impact our results of
operations.
At August 31, 2010 our reportable operating segments
consisted of three segments Consumer, EMS and AMS.
On September 1, 2010, we re-organized our business into the
following three groups: DMS, E&I and HVS. Our DMS group is
composed of dedicated resources to manage higher complexity
global products in regulated industries and bring materials and
process technologies including design and aftermarket services
to our global
38
customers. Our E&I and HVS groups offer integrated global
supply chain solutions designed to provide cost effective
solutions for our customers. Our E&I group is focused on
our customers primarily in the computing and storage, networking
and telecommunication sectors. Our HVS group is focused on the
particular needs of the consumer products industry, including
mobility, set-top boxes and peripheral products such as printers
and point of sale terminals.
We derive revenue principally from the product sales of
electronic equipment built to customer specifications. We also
derive revenue to a lesser extent from aftermarket services,
design services and excess inventory sales. Revenue from product
sales and excess inventory sales is generally recognized, net of
estimated product return costs, when goods are shipped; title
and risk of ownership have passed; the price to the buyer is
fixed or determinable; and recoverability is reasonably assured.
Aftermarket service related revenue is recognized upon
completion of the services. Design service related revenue is
generally recognized upon completion and acceptance by the
respective customer. We assume no significant obligations after
product shipment.
Our cost of revenue includes the cost of electronic components
and other materials that comprise the products we manufacture;
the cost of labor and manufacturing overhead; and adjustments
for excess and obsolete inventory. As a provider of turnkey
manufacturing services, we are responsible for procuring
components and other materials. This requires us to commit
significant working capital to our operations and to manage the
purchasing, receiving, inspection and stocking of materials.
Although we bear the risk of fluctuations in the cost of
materials and excess scrap, we periodically negotiate cost of
materials adjustments with our customers. Net revenue from each
product that we manufacture consists of an element based on the
costs of materials in that product and an element based on the
labor and manufacturing overhead costs allocated to that
product. We refer to the portion of the sales price of a product
that is based on materials costs as material-based
revenue, and to the portion of the sales price of a
product that is based on labor and manufacturing overhead costs
as manufacturing-based revenue. Our gross margin for
any product depends on the mix between the cost of materials in
the product and the cost of labor and manufacturing overhead
allocated to the product. We typically realize higher gross
margins on manufacturing-based revenue than we do on
materials-based revenue. As we gain experience in manufacturing
a product, we usually achieve increased efficiencies, which
result in lower labor and manufacturing overhead costs for that
product.
Our operating results are impacted by the level of capacity
utilization of manufacturing facilities; indirect labor costs;
and selling, general and administrative expenses. Operating
income margins have generally improved during periods of high
production volume and high capacity utilization. During periods
of low production volume, we generally have idle capacity and
reduced operating income margins.
We have consistently utilized advanced circuit design,
production design and manufacturing technologies to meet the
needs of our customers. To support this effort, our engineering
staff focuses on developing and refining design and
manufacturing technologies to meet specific needs of specific
customers. Most of the expenses associated with these
customer-specific efforts are reflected in our cost of revenue.
In addition, our engineers engage in R&D of new
technologies that apply generally to our operations. The
expenses of these R&D activities are reflected in the
research and development line item in our Consolidated Statement
of Operations.
An important element of our strategy is the expansion of our
global production facilities. The majority of our revenue and
materials costs worldwide are denominated in U.S. dollars,
while our labor and utility costs in operations outside the
U.S. are denominated in local currencies. We economically
hedge these local currency costs, based on our evaluation of the
potential exposure as compared to the cost of the hedge, through
the purchase of foreign exchange contracts. Changes in the fair
market value of such hedging instruments are reflected in the
Consolidated Statement of Operations. See Risk
Factors We are subject to risks of currency
fluctuations and related hedging operations.
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. A significant reduction in sales to any
of our large 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
manufacturing services ordered from us. There can be no
assurance that present or future customers will not terminate
their manufacturing arrangements with us or significantly
change, reduce or delay the amount of manufacturing services
39
ordered from us. Any such termination of a manufacturing
relationship or change, reduction or delay in orders could have
a material adverse effect on our results of operations or
financial condition. See Risk Factors 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 , Risk Factors Most of our
customers do not commit to long-term production schedules, which
makes it difficult for us to schedule production and capital
expenditures, and to maximize the efficiency of our
manufacturing capacity, Risk Factors Our
customers may cancel their orders, change production quantities,
delay production or change their sourcing strategy and
Note 12 Concentration of Risk and Segment
Data to the Consolidated Financial Statements.
Summary
of Results
Net revenues for fiscal year 2010 increased approximately 14.8%
to $13.4 billion compared to $11.7 billion for fiscal
year 2009 largely due to increases in all of our sectors, except
for our telecommunications and other sectors (which includes our
automotive business and certain of our other businesses). These
increases are primarily due to increased revenue from existing
customers and programs as our customers confidence in
their markets strengthen and their end-customers demand
levels increase, as well as new customer wins and new program
wins with existing customers.
During the second quarter of fiscal year 2009, our Board of
Directors approved a restructuring plan to better align our
manufacturing capacity in certain geographies and to reduce our
worldwide workforce by approximately 3,000 employees in
order to reduce operating expenses (the 2009 Restructuring
Plan). These restructuring activities were intended to
address market conditions and properly size our manufacturing
facilities to increase the efficiencies of our operations. Based
on the analysis completed to date, we currently expect to
recognize approximately $64.0 million in pre-tax
restructuring and impairment costs and reduce our worldwide
headcount by a total of approximately 4,000 employees which
costs and headcount reduction were recognized primarily over the
course of fiscal years 2009 and 2010. In addition, we recorded a
valuation allowance of $14.8 million on certain net
deferred tax assets related to the 2009 Restructuring Plan. The
restructuring charges include pre-tax employee severance and
termination benefit costs, contract termination costs and other
related restructuring costs. The impairment charges include
pre-tax fixed asset impairment costs, as well as valuation
allowances against net deferred tax assets. This information
will be subject to the finalization of timetables for the
transition of functions, consultation with employees and their
representatives as well as the statutory severance requirements
of the particular legal jurisdictions impacted, and the amount
and timing of the actual charges may vary due to a variety of
factors. Based on the ongoing assessment of market conditions,
it is possible that we may perform additional restructuring
activities in the future. For further discussion of this
restructuring program and the restructuring and impairment costs
recognized, refer to Managements Discussion and
Analysis of Financial Condition and Results of
Operations Results of Operations
Restructuring and Impairment Charges and
Note 9 Restructuring and Impairment
Charges to the Consolidated Financial Statements. See also
Risk Factors We face risks arising from the
restructuring of our operations.
The following table sets forth, for the fiscal year ended
August 31, certain key operating results and other
financial information (in thousands, except per share data).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net revenue
|
|
$
|
13,409,411
|
|
|
$
|
11,684,538
|
|
|
$
|
12,779,703
|
|
Gross profit
|
|
$
|
1,004,144
|
|
|
$
|
718,815
|
|
|
$
|
867,801
|
|
Operating income (loss)
|
|
$
|
327,566
|
|
|
$
|
(910,201
|
)
|
|
$
|
251,397
|
|
Net income (loss) attributable to Jabil Circuit, Inc
|
|
$
|
168,840
|
|
|
$
|
(1,165,212
|
)
|
|
$
|
133,892
|
|
Income (loss) per share basic
|
|
$
|
0.79
|
|
|
$
|
(5.63
|
)
|
|
$
|
0.64
|
|
Income (loss) per share diluted
|
|
$
|
0.78
|
|
|
$
|
(5.63
|
)
|
|
$
|
0.64
|
|
40
Key
Performance Indicators
Management regularly reviews financial and non-financial
performance indicators to assess the Companys operating
results. The following table sets forth, for the quarterly
periods indicated, certain of managements key financial
performance indicators.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
August 31,
|
|
May 31,
|
|
February 28,
|
|
November 30,
|
|
|
2010
|
|
2010
|
|
2010
|
|
2009
|
|
Sales cycle
|
|
|
17 days
|
|
|
|
16 days
|
|
|
|
17 days
|
|
|
|
16 days
|
|
Inventory turns
|
|
|
7 turns
|
|
|
|
7 turns
|
|
|
|
7 turns
|
|
|
|
8 turns
|
|
Days in trade accounts receivable
|
|
|
33 days
|
|
|
|
33 days
|
|
|
|
35 days
|
|
|
|
41 days
|
|
Days in inventory
|
|
|
53 days
|
|
|
|
50 days
|
|
|
|
51 days
|
|
|
|
45 days
|
|
Days in accounts payable
|
|
|
69 days
|
|
|
|
67 days
|
|
|
|
69 days
|
|
|
|
70 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
August 31,
|
|
May 31,
|
|
February 28,
|
|
November 30,
|
|
|
2009
|
|
2009
|
|
2009
|
|
2008
|
|
Sales cycle
|
|
|
16 days
|
|
|
|
22 days
|
|
|
|
20 days
|
|
|
|
24 days
|
|
Inventory turns
|
|
|
9 turns
|
|
|
|
8 turns
|
|
|
|
8 turns
|
|
|
|
8 turns
|
|
Days in trade accounts receivable
|
|
|
41 days
|
|
|
|
40 days
|
|
|
|
36 days
|
|
|
|
44 days
|
|
Days in inventory
|
|
|
42 days
|
|
|
|
46 days
|
|
|
|
46 days
|
|
|
|
46 days
|
|
Days in accounts payable
|
|
|
67 days
|
|
|
|
64 days
|
|
|
|
62 days
|
|
|
|
66 days
|
|
The sales cycle is calculated as the sum of days in trade
accounts receivable and days in inventory, less the days in
accounts payable; accordingly, the variance in the sales cycle
quarter over quarter is a direct result of changes in these
indicators. During the three months ended August 31, 2010,
days in trade accounts receivable remained consistent at
33 days as compared to the prior sequential quarter. During
the three months ended May 31, 2010, days in trade accounts
receivable decreased two days to 33 days as compared to the
prior sequential quarter as a result of the sale of trade
accounts receivable under the uncommitted trade accounts
receivable sale programs, timing of sales and focused efforts on
cash collection during the quarter. During the three months
ended February 28, 2010, days in trade accounts receivable
decreased six days to 35 days from the prior sequential
quarter as a result of the timing of sales and focused efforts
on cash collection during the quarter, as well as related
seasonality factors. During the three months ended
November 30, 2009 days in trade accounts receivable
remained consistent at 41 days as compared to the prior
sequential quarter.
During the three months ended August 31, 2010, days in
inventory increased three days to 53 days and inventory
turns remained consistent at seven turns as compared to the
prior sequential quarter primarily due to increased inventory
levels as a result of the following: (1) positioning
ourselves to meet the upcoming quarterly demand levels and
(2) carrying higher levels of certain raw materials in
order to meet customer demand due to the constrained materials
environment which has caused material component lead times to be
extended. For further discussion of material shortages see
Risk Factors 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, increase our inventory carrying costs, increase our
risk of exposure to inventory obsolescence and cause us to
purchase components of a lesser quality. During the three
months ended May 31, 2010, days in inventory decreased one
day to 50 days and inventory turns remained constant at
seven turns as compared to the prior sequential quarter
primarily due to increased sales during the period. During the
three months ended February 28, 2010, days in inventory
increased six days to 51 days and inventory turns decreased
one turn to seven turns as compared to the prior sequential
quarter as a result of a ramp up of inventory levels to support
new business wins, as well as raw material shortages due to an
unforeseen constrained materials environment which caused
material component lead times to be extended. During the three
months ended November 30, 2009, days in inventory increased
three days to 45 days and inventory turns decreased one
turn to eight turns as compared to the
41
prior sequential quarter primarily due to increased inventory
levels to support higher demand for consumer products during the
holiday selling season.
During the three months ended August 31, 2010, days in
accounts payable increased two days to 69 days from the
prior sequential quarter. During the three months ended
May 31, 2010, days in accounts payable decreased two days
to 67 days as compared to the prior sequential quarter.
During the three months ended February 28, 2010, days in
accounts payable decreased one day to 69 days as compared
to the prior sequential quarter. During the three months ended
November 30, 2010, days in accounts payable increased three
days to 70 days as compared to the prior sequential
quarter. These fluctuations in days in accounts payables during
fiscal year 2010 were primarily a result of timing of purchases
and cash payments for purchases during the respective quarters.
The sales cycle was 17 days during the three months ended
August 31, 2010, 16 days during the three months ended
May 31, 2010, 17 days during the three months ended
February 28, 2010 and 16 days during the three months
ended November 30, 2009. The changes in the sales cycle are
due to the changes in accounts receivable, accounts payable and
inventory that are discussed above.
Critical
Accounting Policies and Estimates
The preparation of our Consolidated Financial Statements and
related disclosures in conformity with U.S. GAAP requires
management to make estimates and judgments that affect our
reported amounts of assets and liabilities, revenues and
expenses, and related disclosures of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates and
assumptions based upon historical experience and various other
factors and circumstances. Management believes that our
estimates and assumptions are reasonable under the
circumstances; however, actual results may vary from these
estimates and assumptions under different future circumstances.
We have identified the following critical accounting policies
that affect the more significant judgments and estimates used in
the preparation of our Consolidated Financial Statements. For
further discussion of our significant accounting policies, refer
to Note 1 Description of Business and
Summary of Significant Accounting Policies to the
Consolidated Financial Statements.
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 aftermarket services,
design services and excess inventory sales. Revenue from product
sales and excess inventory sales is generally recognized, net of
estimated product return costs, when goods are shipped; title
and risk of ownership have passed; the price to the buyer is
fixed or determinable; and recoverability is reasonably assured.
Aftermarket service related revenue is recognized upon
completion of the services. Design service related revenue is
generally recognized upon completion and acceptance by the
respective customer. 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 managements 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 and circumstances 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, customer inventory-related contractual obligations 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.
42
Long-Lived
Assets
We review property, plant and equipment and amortizable
intangible assets 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
undiscounted projected cash flows that the asset(s) or asset
group(s) are expected to generate. If the carrying amount of an
asset or an asset group is not recoverable, we recognize an
impairment loss based on the excess of the carrying amount of
the long-lived asset over its respective fair value, which is
generally determined as either the present value of estimated
future cash flows or the appraised 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 or adverse
economic conditions. For further discussion of our current
restructuring program, refer to Note 9
Restructuring and Impairment Charges to the
Consolidated Financial Statements and Managements
Discussion and Analysis of Financial Condition and Results of
Operations Results of Operations
Restructuring and Impairment Charges.
We have recorded intangible assets, including goodwill, in
connection with business acquisitions. Estimated useful lives of
amortizable intangible assets are determined by management based
on an assessment of the period over which the asset is expected
to contribute to future cash flows. The allocation of
amortizable intangible assets impacts the amounts allocable to
goodwill.
We perform a goodwill impairment analysis using the two-step
method on an annual basis and whenever events or changes in
circumstances indicate that the carrying value may not be
recoverable. The recoverability of goodwill is measured at the
reporting unit level, which we have determined to be consistent
with our operating segments, by comparing the reporting
units carrying amount, including goodwill, to the fair
market value of the reporting unit. We consistently determine
the fair market value of our reporting units based on an average
weighting of both projected discounted future results and the
use of comparative market multiples. 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 loss, if any.
We completed our annual impairment test for goodwill during the
fourth quarter of fiscal year 2010 and determined that the fair
value of our reporting units are substantially in excess of the
carrying values and that no impairment existed as of the date of
the impairment test.
Restructuring
and Impairment Charges
We have recognized restructuring and impairment charges related
to reductions in workforce, re-sizing and closure of certain
facilities and the transition of production from certain
facilities into other new and existing facilities. These charges
were recorded pursuant to formal plans developed and approved by
management and our Board of Directors. 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 9
Restructuring and Impairment Charges to the
Consolidated Financial Statements and Managements
Discussion and Analysis of Financial Condition and Results of
Operations Results of Operations
Restructuring and Impairment Charges.
Retirement
Benefits
We have pension and postretirement benefit costs and liabilities
in certain foreign locations that are developed from actuarial
valuations. Actuarial valuations require management to make
certain judgments and estimates of discount rates, compensation
rate increases 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
43
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 8 Postretirement and Other Employee
Benefits to the Consolidated Financial Statements.
Income
Taxes
We estimate our income tax provision in each of the
jurisdictions in which we operate, a process that includes
estimating exposures related to examinations by taxing
authorities. We must also make judgments regarding the ability
to realize the deferred tax assets. The carrying value of our
net deferred tax assets is based on our belief that it is more
likely than not that we will generate sufficient future taxable
income in certain jurisdictions to realize these deferred tax
assets. A valuation allowance has been established for deferred
tax assets that we do not believe meet the more likely
than not criteria. We assess whether an uncertain tax
position taken or expected to be taken in a tax return meets the
threshold for recognition and measurement in the consolidated
financial statements. Our judgments regarding future taxable
income as well as tax positions taken or expected to be taken in
a tax return 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
and/or tax
reserves established may be increased or decreased, resulting in
a respective increase or decrease in income tax expense.
The Internal Revenue Service (IRS) completed its
field examination of our tax returns for the fiscal years 2003
through 2005 and issued a Revenue Agents Report
(RAR) on April 30, 2010 proposing adjustments
primarily related to: (1) certain costs that we treated as
corporate expenses and that the IRS proposes be charged out to
our foreign affiliates and (2) certain purported intangible
values the IRS felt were transferred to certain of our foreign
subsidiaries free of charge. If the IRS ultimately prevails in
its positions, our additional income tax payment due for the
fiscal years 2003 through 2005 would be approximately
$70.2 million before utilization of any tax attributes
arising in periods subsequent to fiscal year 2005. In addition,
the IRS will likely make similar claims in future audits with
respect to these types of transactions (at this time,
determination of the additional income tax due for these later
years is not practicable). Also, the IRS has proposed interest
and penalties with respect to fiscal years 2003 through 2005 and
we anticipate the IRS may seek to impose interest and penalties
in subsequent years with respect to the same types of issues.
We disagree with the proposed adjustments and intend to
vigorously contest this matter through applicable IRS and
judicial procedures, as appropriate. As the final resolution of
the proposed adjustments remains uncertain, we continue to
provide for the uncertain tax position based on the more likely
than not standards. Accordingly, we did not record any
significant additional tax liabilities related to this RAR on
the Consolidated Balance Sheets for fiscal year 2010. While the
resolution of the issues may result in tax liabilities, interest
and penalties, which are significantly higher than the amounts
provided for this matter, we currently believe that the
resolution will not have a material effect on our financial
position or liquidity. Despite this belief, an unfavorable
resolution, particularly if the IRS successfully asserts similar
claims for later years, could have a material effect on our
results of operations and financial condition (particularly in
the quarter in which any adjustment is recorded or any tax is
due or paid). For further discussion related to our income
taxes, refer to Note 4 Income Taxes
to the Consolidated Financial Statements and Risk
Factors We are subject to the risk of increased
taxes.
Stock-Based
Compensation
We began recognizing stock-based compensation expense in our
Consolidated Statements of Operations on September 1, 2005.
The fair value of options granted prior to September 1,
2005 were valued using the
Black-Scholes
model while the stock appreciation rights granted after this
date were valued using a lattice model. Option pricing models
require the input of subjective assumptions, including the
expected life of the option or stock appreciation right,
risk-free rate, expected dividend yield and the price volatility
of the underlying stock. Judgment is also required in estimating
the number of stock awards that are expected to vest as a result
of satisfaction of
time-based
vesting schedules or the achievement of certain performance
conditions. If actual results or future changes in estimates
differ significantly from our current estimates, stock-based
compensation expense could
44
increase or decrease. For further discussion of our stock-based
compensation, refer to Note 11
Stockholders Equity to the Consolidated
Financial Statements.
Recent
Accounting Pronouncements
See Note 15 New Accounting
Pronouncements to the Consolidated Financial Statements
for a discussion of recent accounting guidance.
Results
of Operations
The following table sets forth, for the periods indicated,
certain statements of operations data expressed as a percentage
of net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net revenue
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of revenue
|
|
|
92.5
|
|
|
|
93.8
|
|
|
|
93.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
7.5
|
|
|
|
6.2
|
|
|
|
6.8
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
4.4
|
|
|
|
4.3
|
|
|
|
3.8
|
|
Research and development
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.3
|
|
Amortization of intangibles
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.3
|
|
Restructuring and impairment charges
|
|
|
0.1
|
|
|
|
0.4
|
|
|
|
0.4
|
|
Goodwill impairment charges
|
|
|
|
|
|
|
8.8
|
|
|
|
0.0
|
|
Loss on disposal of subsidiaries
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
2.4
|
|
|
|
(7.8
|
)
|
|
|
2.0
|
|
Other expense
|
|
|
0.0
|
|
|
|
0.2
|
|
|
|
0.1
|
|
Interest income
|
|
|
(0.0
|
)
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
Interest expense
|
|
|
0.6
|
|
|
|
0.7
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
|
1.8
|
|
|
|
(8.6
|
)
|
|
|
1.2
|
|
Income tax expense
|
|
|
0.5
|
|
|
|
1.4
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
1.3
|
|
|
|
(10.0
|
)
|
|
|
1.0
|
|
Net income (loss) attributable to noncontrolling interests, net
of income tax expense
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Jabil Circuit, Inc
|
|
|
1.3
|
%
|
|
|
(10.0
|
)%
|
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
Year Ended August 31, 2010 Compared to Fiscal Year Ended
August 31, 2009
Net Revenue. Our net revenue increased 14.8%
to $13.4 billion for fiscal year 2010, up from
$11.7 billion in fiscal year 2009. Specific increases
include a 38% increase in the sale of instrumentation and
medical products; a 16% increase in the sale of networking
products; an 18% increase in the sale of mobility products; a
12% increase in the sale of aftermarket services; a 7% increase
in the sale of digital home office products; and a 3% increase
in the sale of computing and storage products. These increases
are primarily due to increased revenue from existing customers
and programs as our customers confidence in their markets
strengthen and their end-customers demand levels increase,
as well as new customer wins and new program wins with existing
customers. These increases were partially offset by a 3%
decrease in the sale of telecommunications products and a 14%
decrease in the sale of other products primarily due to our
decision to largely exit the automotive sector in conjunction
with the sale of our subsidiary Jabil Circuit Automotive, SAS.
Generally, we assess revenue on a global customer basis
regardless of whether the growth is associated with organic
growth or as a result of an acquisition. Accordingly, we do not
differentiate or report separately revenue
45
increases generated by acquisitions as opposed to existing
business. In addition, the added cost structures associated with
our acquisitions have historically been relatively insignificant
when compared to our overall cost structure.
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:
fluctuations in customer demand as a result of the recent
recessionary conditions and current, relatively weak recovery
(despite our relatively recent increase in revenue due to
increases from existing customer programs, new customer wins and
new program wins with existing customers); efforts to
de-emphasize the economic performance of certain sectors, most
specifically, our former automotive sector; seasonality in our
business; and business growth from new and existing customers,
including production of new products in the mobility sector.
During the first quarter of fiscal year 2010, we began to report
the display and peripheral sectors as a combined sector called
digital home office. In addition, the automotive sector is no
longer reported separately and has been combined in the other
sector.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
EMS
|
|
|
|
|
|
|
|
|
|
|
|
|
Computing and storage
|
|
|
10
|
%
|
|
|
11
|
%
|
|
|
13
|
%
|
Instrumentation and medical
|
|
|
23
|
%
|
|
|
19
|
%
|
|
|
18
|
%
|
Networking
|
|
|
17
|
%
|
|
|
17
|
%
|
|
|
21
|
%
|
Telecommunications
|
|
|
5
|
%
|
|
|
6
|
%
|
|
|
6
|
%
|
Other
|
|
|
4
|
%
|
|
|
5
|
%
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EMS
|
|
|
59
|
%
|
|
|
58
|
%
|
|
|
64
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital home office
|
|
|
20
|
%
|
|
|
16
|
%
|
|
|
19
|
%
|
Mobility
|
|
|
15
|
%
|
|
|
20
|
%
|
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consumer
|
|
|
35
|
%
|
|
|
36
|
%
|
|
|
31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMS
|
|
|
6
|
%
|
|
|
6
|
%
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign source revenue represented 84.7% of our net revenue for
fiscal year 2010 and 83.8% of net revenue for fiscal year 2009.
We currently expect our foreign source revenue to remain
relatively consistent as compared to current levels over the
course of the next 12 months.
Gross Profit. Gross profit increased to
$1.0 billion (7.5% of net revenue) for fiscal year 2010
from $718.8 million (6.2% of net revenue) for fiscal year
2009. The increase in gross profit on an absolute basis and as a
percentage of net revenue from the prior fiscal year was
primarily due to increased revenue from existing customers and
programs as our customers confidence in their markets
strengthen and their end-customers demand levels increase
as well as new customer wins and new program wins with existing
customers which allow us to better utilize capacity and absorb
fixed costs. Further, we have realized certain cost savings
associated with initiatives that we commenced in fiscal year
2009 to reduce our cost structure in order to better align with
lower demand levels and increased capacity utilization which
allows us to better leverage our cost structure.
Selling, General and Administrative. Selling,
general and administrative expenses increased to
$589.7 million (4.4% of net revenue) for fiscal year 2010
from $495.9 million (4.3% of net revenue) for fiscal year
2009. The increase in selling, general and administrative
expenses on an absolute basis and as a percentage of net revenue
from the prior fiscal year was largely due to increases in
stock-based compensation expense of $60.6 million primarily
due to a change in the estimated vesting of performance-based
restricted stock awards and incremental expense recognized
related to the modification of certain existing equity awards to
include retirement eligibility provisions, $19.6 million
related to additional salary and bonus expense due to increased
headcount and
46
results of operations in the current fiscal year and
$13.5 million related to professional fees associated with
multiple internal strategic and cost saving initiatives.
Research and Development. Research and
development (R&D) expenses for fiscal year 2010
increased to $28.1 million (0.2% of net revenue) from
$27.3 million (0.2% of net revenue) for fiscal year 2009.
The increase is attributed primarily due to our increased focus
on vertical integration capabilities in our mobility sector and
increased capabilities and proficiencies in digital home office
and printer markets.
Amortization of Intangibles. We recorded
$25.9 million of amortization of intangibles in fiscal year
2010 as compared to $31.0 million in fiscal year 2009. The
decrease is primarily attributable to certain intangible assets
that became fully amortized since August 31, 2009. For
additional information regarding purchased intangibles, see
Acquisitions and Expansion below,
Note 1(f) Description of Business and
Summary of Significant Accounting Policies Goodwill
and Other Intangible Assets and Note 6
Goodwill and Other Intangible Assets to the
Consolidated Financial Statements.
Restructuring
and Impairment Charges.
|
|
a.
|
2009
Restructuring Plan
|
In conjunction with the 2009 Restructuring Plan, we currently
expect to recognize approximately $64.0 million in total
restructuring and impairment costs, excluding valuation
allowances of $14.8 million on certain deferred tax assets,
which has been recognized primarily over the course of fiscal
years 2009 and 2010. Of this expected total, we charged
$7.7 million and $53.7 million of restructuring and
impairment costs during the 12 months ended August 31,
2010 and August 31, 2009, respectively, to our Consolidated
Statement of Operations. The charges related to the 2009
Restructuring Plan during fiscal year 2010 include approximately
$3.7 million related to employee severance and termination
benefit costs, $3.4 million related to lease commitments
and $0.6 million related to fixed asset impairments.
The $61.4 million of restructuring and impairment charges
related to the 2009 Restructuring Plan incurred through
August 31, 2010 include cash costs totaling
$54.4 million, of which $32.9 million was paid in
fiscal year 2010. The cash costs of approximately
$54.4 million consist of employee severance and termination
benefit costs of approximately $50.8 million, lease
commitment costs of approximately $3.4 million and other
restructuring costs of approximately $0.2 million. Non-cash
costs of approximately $7.0 million primarily represent
fixed asset impairment charges related to our restructuring
activities.
At August 31, 2010, accrued liabilities of approximately
$1.2 million related to the 2009 Restructuring Plan are
expected to be paid over the next 12 months.
Upon its completion, the 2009 Restructuring Plan is expected to
yield annualized cost savings of approximately
$55.0 million. The majority of these annual cost savings
are expected to be reflected as a reduction in cost of revenue,
with a small portion being reflected as a reduction of selling,
general and administrative expense. These expected annualized
cost savings reflect a reduction in employee expense of
approximately $41.8 million, a reduction in depreciation
expense of approximately $5.9 million, a reduction in lease
commitment costs of approximately $0.1 million, a reduction
of other manufacturing costs of approximately $3.8 million
and a reduction of selling, general and administrative expenses
of approximately $3.4 million. Of the $55.0 million of
expected annualized cost savings, we have realized a cumulative
cost savings of approximately $46.0 million by the end of
the fourth quarter of fiscal year 2010.
As part of the 2009 Restructuring Plan, we have determined that
it was more likely than not that certain deferred tax assets
would not be realized as a result of the contemplated
restructuring activities. Therefore, we recorded a valuation
allowance of $14.8 million on net deferred tax assets
related to the 2009 Restructuring Plan. The valuation allowance
is excluded from the restructuring and impairment charge of
$61.4 million incurred through August 31, 2010 as it
was recorded through income tax expense on our Consolidated
Statements of Operations.
47
|
|
b.
|
2006
Restructuring Plan
|
Upon the approval by our Board of Directors, we initiated a
restructuring plan in the fourth quarter of fiscal year 2006
(the 2006 Restructuring Plan). We have substantially
completed restructuring activities under this plan with certain
contract termination costs to be incurred through fiscal year
2011.
We recorded restructuring and impairment charges of
$0.5 million during fiscal year 2010 and a reversal of
restructuring and impairment costs of $1.8 million in
fiscal year 2009. The restructuring and impairment costs for
fiscal year 2010 primarily include additional lease commitment
charges.
At August 31, 2010, liabilities of approximately
$1.0 million related to the 2006 Restructuring Plan are
expected to be paid out over the next 12 months. The
remaining liability of $2.1 million relates primarily to
the charge for certain lease commitments and employee severance
and termination benefits payments.
As of August 31, 2010, as a result of the restructuring
activities related to the 2006 Restructuring Plan, we expect to
avoid annual costs of approximately $151.5 million that
would otherwise have been incurred if the restructuring
activities had not been completed. The expected avoided annual
costs consist of a reduction in employee related expenses of
approximately $137.7 million, a reduction in depreciation
expense associated with impaired fixed assets of approximately
$8.5 million, and a reduction in rent expense associated
with leased buildings that have been vacated of approximately
$5.3 million. The majority of these annual cost savings
will be reflected as a reduction in cost of revenue, with a
small portion being reflected as a reduction in selling, general
and administrative expense. These annual costs savings are
expected to be partially offset by decreased revenues associated
with certain products that are approaching the
end-of-life
stage; decreased revenues as a result of shifting production to
operations located in lower cost regions where competitive
environmental pressures require that we pass those cost savings
onto our customers; and incremental employee related costs
expected to be incurred by those operations to which the
production will be shifted. After considering these cost savings
offsets, we began to realize the full net annualized cost
savings of approximately $39.0 million during the third
quarter of fiscal year 2009. For further discussion of the
restructuring programs, see Note 9
Restructuring and Impairment Charges to the
Consolidated Financial Statements.
Goodwill Impairment Charges. We recorded
non-cash goodwill impairment charges of $1.0 billion for
the full fiscal year ended August 31, 2009 (of which the
entire $1.0 billion charge was incurred in the first two
quarters) to reduce the carrying amount of our goodwill to its
estimated fair value based upon the results of two interim
impairment tests conducted during the first and second quarters
of fiscal year 2009. We performed these impairment tests based
upon a combination of factors, including a significant and
sustained decline in our market capitalization below our
carrying value, the deteriorating macro-economic environment,
which resulted in a significant decline in customer demand, and
illiquidity in the overall credit markets. After recognition of
these charges, no goodwill remained with the Consumer and EMS
reporting units, respectively, and approximately
$25.1 million remained with the AMS reporting unit. For
further discussion of goodwill impairment charges recorded, see
Managements Discussion and Analysis of Financial
Condition and Results of Operations Critical
Accounting Policies and Estimates Long-Lived
Assets and Note 6 Goodwill and
Other Intangible Assets to the Consolidated Financial
Statements.
Loss on Disposal of Subsidiaries. On
October 27, 2009, we sold the operations of Jabil Circuit
Automotive, SAS, an automotive electronic manufacturing
subsidiary located in Western Europe to an unrelated
third-party. In connection with this sale, we recorded a loss on
disposition of approximately $15.7 million, which includes
approximately $4.2 million in transaction costs incurred in
connection with the sale.
On July 16, 2010, we sold our operations in Italy as well
as our remaining operations in France to an unrelated third
party. Divested operations, inclusive of four sites and
approximately 1,500 employees, had net revenues and an
operating loss of $298.6 million and $39.6 million,
respectively from the beginning of the 2010 fiscal year through
the date of disposition.
In connection with this transaction, we provided an aggregate
$25.0 million working capital loan to the disposed
operations and agreed to provide for the aggregate potential
reimbursement of up to $10.0 million in restructuring costs
dependent upon the occurrence of certain future events. The
working capital loan bears interest on a quarterly basis at
LIBOR plus 500 basis points and is repayable over
approximately 44 months dependent upon
48
the achievement of certain specified quarterly financial results
of the operations being disposed, which if not met would result
in the forgiveness of all or a portion of the loan. Accordingly,
dependent on the occurrence of such future events, we may incur
up to an additional $28.5 million of charges. As a result
of this sale, we recorded a loss on disposition of
$8.9 million in the fourth quarter of fiscal year 2010,
which included transaction-related costs of $1.7 million
and a charge of $6.5 million in order to record the working
capital loan at its respective fair market value at
August 31, 2010 based upon a discounted cash flow analysis.
These costs are recorded to loss on disposal of subsidiaries on
our Consolidated Statements of Operations, which is a component
of operating income.
Other Expense. We recorded other expense
totaling $4.1 million and $20.1 million for the fiscal
years ended August 31, 2010 and 2009, respectively. The
decrease in other expense for fiscal year 2010 was primarily due
to the recognition of a $10.5 million loss on the
extinguishment of $294.9 million of our 5.875% Senior
Notes and a $4.2 million loss on the impairment of a note
receivable in fiscal year 2009 as well as a decrease in the loss
on the sale of accounts receivable under our asset-backed
securitization program of $1.4 million in fiscal year 2010
which was primarily due to a decrease in borrowing costs. For
further discussion of our accounts receivable securitization
program, see Note 2 Trade Accounts
Receivable Securitization and Sale Programs to the
Consolidated Financial Statements.
Interest Income. Interest income decreased to
$3.0 million in fiscal year 2010 from $7.4 million in
fiscal year 2009. The decrease was primarily due to lower
overall interest rates during fiscal year 2010.
Interest Expense. Interest expense decreased
to $79.2 million in fiscal year 2010 from
$82.2 million in fiscal year 2009. The decrease was
primarily due to lower overall interest rates during fiscal year
2010.
Income Tax Expense. Income tax expense
reflects an effective tax rate of 30.9% for fiscal year 2010, as
compared to an effective tax rate of (16.0)% for fiscal year
2009. The effective tax rate differs from the previous period
due to the impairment of non-deductible goodwill and the
corresponding valuation allowances against certain deferred tax
assets that were no longer more likely than not to be realized
in fiscal year 2009. The tax rate is predominantly a function of
the mix of tax rates in the various jurisdictions in which we do
business. Most of our international operations have historically
been taxed at a lower rate than in the U.S., primarily due to
tax incentives granted to our sites in Brazil, China, Hungary,
Malaysia, Poland, Singapore and Vietnam. The material tax
incentives expire at various dates through 2020. Such tax
incentives are subject to conditions with which we expect to
continue to comply. See Managements Discussion and
Analysis of Financial Condition and Results of
Operations Critical Accounting Policies and
Estimates Income Taxes, Risk
Factors We are subject to the risk of increased
taxes and Note 4 Income Taxes
to the Consolidated Financial Statements for further discussion.
Fiscal
Year Ended August 31, 2009 Compared to Fiscal Year Ended
August 31, 2008
Net Revenue. Our net revenue decreased 8.6% to
$11.7 billion for fiscal year 2009, down from
$12.8 billion in fiscal year 2008. Specific decreases
include a 21% decrease in the sale of digital home office
products; a 27% decrease in the sale of networking products; an
18% decrease in the sale of computing and storage products; a 9%
decrease in the sale of telecommunication products; a 5%
decrease in the sale of instrumentation and medical products;
and a 28% decrease in the sale of other products. These
decreases were largely driven by reduced production levels as a
result of softened customer demand due to the weakened
macro-economic environment. Specific increases include an 8%
increase in aftermarket services and a 50% increase in the sale
of mobility products predominately related to the production of
new products with an existing customer within the sector.
Foreign source revenue represented 83.8% of our net revenue for
fiscal year 2009 and 79.6% of net revenue for fiscal year 2008.
For further discussion of our net revenues, refer to
Managements Discussion and Analysis of Financial
Condition and Results of Operations Results of
Operations Fiscal Year Ended August 31, 2010
Compared to Fiscal Year Ended August 31, 2009
Net Revenue.
Gross Profit. Gross profit decreased to
$718.8 million (6.2% of net revenue) for fiscal year 2009
from $867.8 million (6.8% of net revenue) for fiscal year
2008. The decrease in gross profit as a percentage of net
revenue from the prior fiscal year was primarily due to our
revenues decreasing at a higher rate than certain of our fixed
costs
49
as we continued to seek to reduce our cost structure in order to
align with lower demand levels and our excess capacity given
macro-economic conditions that existed.
Selling, General and Administrative. Selling,
general and administrative expenses increased to
$495.9 million (4.3% of net revenue) for fiscal year 2009
from $491.3 million (3.8% of net revenue) for fiscal year
2008. On an absolute dollar basis, selling general and
administrative expenses remained relatively constant. Certain of
our selling, general and administrative costs are generally
necessary to support our business and the need for such support
does not immediately change as a result of our revenues
increasing or decreasing. On a percentage basis, the increase in
selling, general and administrative expenses, therefore, was
primarily due to our revenues decreasing at a higher rate than
certain of our selling, general and administrative costs as
compared to the 12 months ended August 31, 2008.
Research and Development. Research and
development expenses for fiscal year 2009 decreased to
$27.3 million (0.2% of net revenue) from $33.0 million
(0.3% of net revenue) for fiscal year 2008. The decrease is
attributed primarily to the de-emphasis of original design
manufacture in certain consumer sectors.
Amortization of Intangibles. We recorded
$31.0 million of amortization of intangibles in fiscal year
2009 as compared to $37.3 million in fiscal year 2008. The
decrease was primarily attributable to certain intangible assets
that became fully amortized since August 31, 2008. For
additional information regarding purchased intangibles, see
Acquisitions and Expansion below,
Note 1(f) Description of Business and
Summary of Significant Accounting Policies Goodwill
and Other Intangible Assets and Note 6
Goodwill and Other Intangible Assets to the
Consolidated Financial Statements.
Restructuring
and Impairment Charges.
|
|
a.
|
2009
Restructuring Plan
|
We charged $53.7 million in restructuring and impairment
charges during fiscal year 2009 related to the 2009
Restructuring Plan. These charges related to the 2009
Restructuring Plan include $47.1 million related to
employee severance and termination benefit costs,
$0.1 million related to lease commitments,
$6.4 million related to fixed asset impairments and
$0.1 million related to other restructuring costs.
These $53.7 million restructuring and impairment charges
related to the 2009 Restructuring Plan incurred through
August 31, 2009 include cash costs totaling
$47.3 million, of which $19.2 million was paid in
fiscal year 2009. The cash costs of $47.3 million consist
of employee severance and termination benefit costs of
approximately $47.1 million, $0.1 million related to
lease commitments, and approximately $0.1 million related
to other restructuring costs. Non-cash costs of approximately
$6.4 million primarily represent fixed asset impairment
charges related to our restructuring activities.
As part of the 2009 Restructuring Plan, we have determined that
it was more likely than not that certain deferred tax assets
would not be realized as a result of the contemplated
restructuring activities. Therefore, we recorded a valuation
allowance of $13.1 million on deferred tax assets as a
result of the 2009 Restructuring Plan as of August 31,
2009. The valuation allowances are excluded from the
restructuring and impairment charge of $53.7 million for
fiscal year 2009 as they were recorded through the provision for
income taxes on the Consolidated Statement of Operations.
For further discussion of this restructuring program, refer to
Managements Discussion and Analysis of Financial
Condition and Results of Operations Results of
Operations Fiscal Year Ended August 31, 2010
Compared to Fiscal Year Ended August 31, 2009
Restructuring and Impairment Charges.
|
|
b.
|
2006
Restructuring Plan
|
We recorded a reversal of restructuring and impairment costs of
$1.8 million during fiscal year 2009 and a charge of
restructuring and impairment costs of $54.8 million in
fiscal year 2008 related to the 2006 Restructuring Plan. The
reversal of restructuring and impairment costs for fiscal year
2009 include, $2.7 million related to less employee
severance and termination benefit costs than originally
anticipated, offset by additional lease commitment charges of
$0.9 million.
50
For further discussion of this restructuring program, refer to
Managements Discussion and Analysis of Financial
Condition and Results of Operations Results of
Operations Fiscal Year Ended August 31, 2010
Compared to Fiscal Year Ended August 31, 2009
Restructuring and Impairment Charges.
Goodwill Impairment Charges. We recorded a
non-cash goodwill impairment charge in the amount of
$1.0 billion for fiscal year 2009 to reduce the carrying
amount of our goodwill to its estimated fair value based upon
the results of two interim impairment tests conducted during the
first and second quarters of fiscal year 2009. For further
discussion of goodwill impairment charges recorded, see
Note 6 Goodwill and Other Intangible
Assets to the Consolidated Financial Statements,
Managements Discussion and Analysis of Financial
Condition and Results of Operations Critical
Accounting Policies and Estimates Long-Lived
Assets and Managements Discussion and Analysis
of Financial Condition and Results of Operations
Fiscal Year Ended August 31, 2010 Compared to Fiscal Year
Ended August 31, 2009 Goodwill Impairment
Charge.
Other Expense. We recorded other expense
totaling $20.1 million and $11.9 million for the
fiscal years ending August 31, 2009 and 2008, respectively.
The increase in other expense was primarily due to recognizing a
loss of $10.5 million on the extinguishment of
$294.9 million of our 5.875% Senior Notes and
recording a loss on the impairment of a note receivable for
$4.2 million. This increase was primarily offset by a
decrease in the loss on the sale of accounts receivable under
our asset-backed securitization program of $6.6 million
which was primarily due to a decrease in the amount of
receivables sold under the program during the fiscal year ended
August 31, 2009, as well as a decrease in the interest
rates during the period. The net cash proceeds available at any
one time under the asset-backed securitization program was
decreased from $280.0 million to $250.0 million during
fiscal year 2009. For further discussion of our accounts
receivable securitization program, see Note 2
Trade Accounts Receivable Securitization and Sale
Programs to the Consolidated Financial Statements.
Interest Income. Interest income decreased to
$7.4 million in fiscal year 2009 from $12.0 million in
fiscal year 2008. The decrease was primarily due to lower
overall interest rates during the year.
Interest Expense. Interest expense decreased
to $82.2 million in fiscal year 2009 from
$94.3 million in fiscal year 2008. The decrease was
primarily a result of lower variable interest rates and lower
utilization of the foreign asset-backed securitization program
during the 12 months ended August 31, 2009 as compared
to the same period in fiscal year 2008.
Income Tax Expense. Income tax expense
reflects an effective tax rate of (16.0)% for fiscal year 2009,
as compared to an effective tax rate of 16.0% for fiscal year
2008. The effective tax rate differs from the previous period
due to the impairment of non-deductible goodwill and the
corresponding valuation allowances against certain deferred tax
assets that are no longer more likely than not to be realized.
The tax rate is predominantly a function of the mix of tax rates
in the various jurisdictions in which we do business. Most of
our international operations have historically been taxed at a
lower rate than in the U.S., primarily due to tax incentives
granted to our sites in Brazil, China, Hungary, India, Malaysia
and Poland that expire at various dates through 2020. Such tax
incentives are subject to conditions with which we expect to
continue to comply. See Risk Factors We are
subject to the risk of increased taxes and
Note 4 Income Taxes to the
Consolidated Financial Statements for further discussion.
Non-U.S.
GAAP Core Financial Measures
The following discussion and analysis of our financial condition
and results of operations include certain
non-U.S. GAAP
financial measures as identified in the reconciliation below.
The
non-U.S. GAAP
financial measures disclosed herein do not have standard meaning
and may vary from the
non-U.S. GAAP
financial measures used by other companies or how we may
calculate those measures in other instances from time to time.
Non-U.S. GAAP
financial measures should not be considered a substitute for, or
superior to, measures of financial performance prepared in
accordance with U.S. GAAP. Also, our core
financial measures should not be construed as an inference by us
that our future results will be unaffected by those items which
are excluded from our core financial measures.
Management believes that the
non-U.S. GAAP
core financial measures set forth below are useful
to facilitate evaluating the past and future performance of our
ongoing manufacturing operations over multiple periods on a
51
comparable basis by excluding the effects of the amortization of
intangibles, restructuring and impairment charges, goodwill
impairment charges, certain distressed customer charges, loss on
disposal of subsidiary, certain deferred tax valuation allowance
charges and stock-based compensation expense and related
charges. Among other uses, management uses
non-U.S. GAAP
core financial measures as a factor in determining
employee performance when determining incentive compensation.
We are reporting core operating income and
core earnings to provide investors with an
additional method for assessing operating income and earnings
from what we believe are our core manufacturing
operations. Most of the items that are excluded for purposes of
calculating core operating income and
core earnings also impacted certain balance sheet
assets, resulting in all or a portion of an asset being written
off without a corresponding recovery of cash we may have
previously spent with respect to the asset. In the case of
restructuring charges, we may be making associated cash payments
in the future. In addition, although, for purposes of
calculating core operating income and
core earnings, we excluded stock-based compensation
expense (which we anticipate continuing to incur in the future)
because it is a non-cash expense, the associated stock issued
may result in an increase in our outstanding shares of stock,
which may result in the dilution of our stockholders ownership
interest. We encourage you to evaluate these items and the
limitations for purposes of analysis in excluding them.
Included in the table below is a reconciliation of the
non-U.S. GAAP
financial measures to the most directly comparable
U.S. GAAP financial measures as provided in our
consolidated financial statements (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Operating income (loss) (U.S. GAAP)
|
|
$
|
327,566
|
|
|
$
|
(910,201
|
)
|
|
$
|
251,397
|
|
Amortization of intangibles
|
|
|
25,934
|
|
|
|
31,039
|
|
|
|
37,288
|
|
Stock-based compensation and related charges
|
|
|
104,609
|
|
|
|
44,026
|
|
|
|
36,404
|
|
Restructuring and impairment charges
|
|
|
8,217
|
|
|
|
51,894
|
|
|
|
54,808
|
|
Goodwill impairment charges
|
|
|
|
|
|
|
1,022,821
|
|
|
|
|
|
Loss on disposal of subsidiaries
|
|
|
24,604
|
|
|
|
|
|
|
|
|
|
Distressed customer charges
|
|
|
|
|
|
|
7,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core operating income
(Non-U.S.
GAAP)
|
|
$
|
490,930
|
|
|
$
|
246,835
|
|
|
$
|
379,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Jabil Circuit, Inc. (U.S.
GAAP)
|
|
$
|
168,840
|
|
|
$
|
(1,165,212
|
)
|
|
$
|
133,892
|
|
Amortization of intangibles, net of tax
|
|
|
25,887
|
|
|
|
30,916
|
|
|
|
26,990
|
|
Stock-based compensation and related charges, net of tax
|
|
|
102,719
|
|
|
|
43,088
|
|
|
|
30,591
|
|
Restructuring and impairment charges, net of tax
|
|
|
8,314
|
|
|
|
63,490
|
|
|
|
39,573
|
|
Goodwill impairment charges, net of tax
|
|
|
|
|
|
|
1,018,157
|
|
|
|
|
|
Loss on disposal of subsidiaries, net of tax
|
|
|
24,604
|
|
|
|
|
|
|
|
|
|
Distressed customer charges, net of tax
|
|
|
|
|
|
|
6,329
|
|
|
|
|
|
Deferred tax valuation allowance charges
|
|
|
|
|
|
|
121,929
|
|
|
|
|
|
Other expense, net of tax
|
|
|
|
|
|
|
13,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core earnings
(Non-U.S.
GAAP)
|
|
$
|
330,364
|
|
|
$
|
132,014
|
|
|
$
|
231,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Common shares used in the calculations of basic earnings
(loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding (U.S. GAAP)(1)
|
|
|
214,332
|
|
|
|
207,002
|
|
|
|
209,805
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment awards classified as participating securities
|
|
|
|
|
|
|
6,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
(Non-U.S.
GAAP)
|
|
|
214,332
|
|
|
|
213,426
|
|
|
|
209,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares used in the calculations of diluted earnings
(loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding (U.S. GAAP)(1)
|
|
|
217,597
|
|
|
|
207,002
|
|
|
|
210,425
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment awards classified as participating securities
|
|
|
|
|
|
|
6,424
|
|
|
|
|
|
Dilutive common shares issuable under the ESPP and upon exercise
of options and stock appreciation rights
|
|
|
|
|
|
|
72
|
|
|
|
|
|
Dilutive unvested non-participating restricted stock awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding
(Non-U.S.
GAAP)
|
|
$
|
217,597
|
|
|
$
|
213,498
|
|
|
$
|
210,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share: (U.S. GAAP)
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.79
|
|
|
$
|
(5.63
|
)
|
|
$
|
0.64
|
|
Diluted
|
|
$
|
0.78
|
|
|
$
|
(5.63
|
)
|
|
$
|
0.64
|
|
Core earnings per share:
(Non-U.S.
GAAP)
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.54
|
|
|
$
|
0.62
|
|
|
$
|
1.10
|
|
Diluted
|
|
$
|
1.52
|
|
|
$
|
0.62
|
|
|
$
|
1.10
|
|
|
|
|
(1) |
|
For the 12 months ended August 31, 2009, no potential
common shares relating to our equity awards were included in the
U.S. GAAP computation of basic and diluted loss per share as
their effect would have been anti-dilutive given the
Companys net loss for the period. |
Core operating income in fiscal year 2010 increased 98.9% to
$490.9 million compared to $246.8 million in fiscal
year 2009. Core earnings in fiscal year 2010 increased 150.2% to
$330.4 million compared to $132.0 million in fiscal
year 2009. These increases were the result of the same factors
described above in Managements Discussion and
Analysis of Financial Condition and Results of
Operations Fiscal Year Ended August 31, 2010
Compared to Fiscal Year Ended August 31, 2009
Gross Profit.
53
Quarterly
Results (Unaudited)
The following table sets forth certain unaudited quarterly
financial information for the 2010 and 2009 fiscal years. In the
opinion of management, this information has been presented on
the same basis as the audited consolidated financial statements
appearing elsewhere, and all necessary adjustments (consisting
of normal recurring accruals) have been included in the amounts
stated below to present fairly the unaudited quarterly results
when read in conjunction with the audited consolidated financial
statements and related notes thereto. The operating results for
any quarter are not necessarily indicative of results for any
future period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2010
|
|
|
Fiscal Year 2009
|
|
|
|
Aug. 31,
|
|
|
May 31,
|
|
|
Feb. 28,
|
|
|
Nov. 30,
|
|
|
Aug. 31,
|
|
|
May 31,
|
|
|
Feb. 28,
|
|
|
Nov. 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
2010
|
|
|
2009
|
|
|
2009
|
|
|
2009
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands, except per share data)
|
|
|
Net revenue
|
|
$
|
3,860,933
|
|
|
$
|
3,455,578
|
|
|
$
|
3,004,644
|
|
|
$
|
3,088,256
|
|
|
$
|
2,799,528
|
|
|
$
|
2,615,101
|
|
|
$
|
2,887,400
|
|
|
$
|
3,382,509
|
|
Cost of revenue
|
|
|
3,573,425
|
|
|
|
3,193,464
|
|
|
|
2,781,898
|
|
|
|
2,856,480
|
|
|
|
2,608,561
|
|
|
|
2,466,512
|
|
|
|
2,731,854
|
|
|
|
3,158,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
287,508
|
|
|
|
262,114
|
|
|
|
222,746
|
|
|
|
231,776
|
|
|
|
190,967
|
|
|
|
148,589
|
|
|
|
155,546
|
|
|
|
223,713
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
160,512
|
|
|
|
151,409
|
|
|
|
146,264
|
|
|
|
131,553
|
|
|
|
127,807
|
|
|
|
125,419
|
|
|
|
111,053
|
|
|
|
131,662
|
|
Research and development
|
|
|
6,632
|
|
|
|
6,331
|
|
|
|
7,425
|
|
|
|
7,697
|
|
|
|
8,714
|
|
|
|
7,198
|
|
|
|
5,754
|
|
|
|
5,655
|
|
Amortization of intangibles
|
|
|
5,980
|
|
|
|
6,206
|
|
|
|
6,643
|
|
|
|
7,105
|
|
|
|
7,719
|
|
|
|
7,612
|
|
|
|
7,673
|
|
|
|
8,035
|
|
Restructuring and impairment charges
|
|
|
2,512
|
|
|
|
1,635
|
|
|
|
635
|
|
|
|
3,435
|
|
|
|
3,582
|
|
|
|
16,167
|
|
|
|
31,524
|
|
|
|
621
|
|
Goodwill impairment charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
705,121
|
|
|
|
317,700
|
|
Loss on disposal of subsidiaries
|
|
|
8,882
|
|
|
|
|
|
|
|
|
|
|
|
15,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
102,990
|
|
|
|
96,533
|
|
|
|
61,779
|
|
|
|
66,264
|
|
|
|
43,145
|
|
|
|
(7,807
|
)
|
|
|
(705,579
|
)
|
|
|
(239,960
|
)
|
Other expense
|
|
|
964
|
|
|
|
960
|
|
|
|
1,125
|
|
|
|
1,038
|
|
|
|
15,942
|
|
|
|
948
|
|
|
|
857
|
|
|
|
2,364
|
|
Interest income
|
|
|
(779
|
)
|
|
|
(626
|
)
|
|
|
(644
|
)
|
|
|
(907
|
)
|
|
|
(2,112
|
)
|
|
|
(1,087
|
)
|
|
|
(1,920
|
)
|
|
|
(2,307
|
)
|
Interest expense
|
|
|
19,519
|
|
|
|
19,503
|
|
|
|
20,030
|
|
|
|
20,116
|
|
|
|
19,393
|
|
|
|
19,043
|
|
|
|
20,077
|
|
|
|
23,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
|
83,286
|
|
|
|
76,696
|
|
|
|
41,268
|
|
|
|
46,017
|
|
|
|
9,922
|
|
|
|
(26,711
|
)
|
|
|
(724,593
|
)
|
|
|
(263,751
|
)
|
Income tax expense
|
|
|
23,910
|
|
|
|
24,009
|
|
|
|
11,446
|
|
|
|
17,136
|
|
|
|
3,989
|
|
|
|
2,528
|
|
|
|
142,018
|
|
|
|
12,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
59,376
|
|
|
|
52,687
|
|
|
|
29,822
|
|
|
|
28,881
|
|
|
|
5,933
|
|
|
|
(29,239
|
)
|
|
|
(866,611
|
)
|
|
|
(276,114
|
)
|
Net income (loss) attributable to noncontrolling interests, net
of income tax expense
|
|
|
685
|
|
|
|
656
|
|
|
|
(8
|
)
|
|
|
593
|
|
|
|
426
|
|
|
|
(477
|
)
|
|
|
(511
|
)
|
|
|
(257
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Jabil Circuit, Inc
|
|
$
|
58,691
|
|
|
$
|
52,031
|
|
|
$
|
29,830
|
|
|
$
|
28,288
|
|
|
$
|
5,507
|
|
|
$
|
(28,762
|
)
|
|
$
|
(866,100
|
)
|
|
$
|
(275,857
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.27
|
|
|
$
|
0.24
|
|
|
$
|
0.14
|
|
|
$
|
0.13
|
|
|
$
|
0.03
|
|
|
$
|
(0.14
|
)
|
|
$
|
(4.19
|
)
|
|
$
|
(1.34
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.27
|
|
|
$
|
0.24
|
|
|
$
|
0.14
|
|
|
$
|
0.13
|
|
|
$
|
0.03
|
|
|
$
|
(0.14
|
)(1)
|
|
$
|
(4.19
|
)(1)
|
|
$
|
(1.34
|
)(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares used in the calculations of earnings (loss) per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
214,011
|
|
|
|
213,881
|
|
|
|
213,625
|
|
|
|
213,665
|
|
|
|
207,696
|
|
|
|
207,190
|
|
|
|
206,711
|
|
|
|
206,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
215,997
|
|
|
|
216,522
|
|
|
|
214,760
|
|
|
|
215,059
|
|
|
|
208,846
|
|
|
|
207,190
|
|
|
|
206,711
|
|
|
|
206,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
For the three months ended May 31, 2009, February 28,
2009, and November 30, 2008 all outstanding stock options,
stock appreciation rights and restricted stock awards are not
included in the computation of diluted earnings per share
because the Company was in a loss position. |
54
The following table sets forth, for the periods indicated,
certain financial information stated as a percentage of net
revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2010
|
|
|
Fiscal Year 2009
|
|
|
|
Aug. 31,
|
|
|
May 31,
|
|
|
Feb. 28,
|
|
|
Nov. 30,
|
|
|
Aug. 31,
|
|
|
May 31,
|
|
|
Feb. 28,
|
|
|
Nov. 30,
|
|
|
|
2010
|
|
|
2010
|
|
|
2010
|
|
|
2009
|
|
|
2009
|
|
|
2009
|
|
|
2009
|
|
|
2008
|
|
|
Net revenue
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of revenue
|
|
|
92.6
|
|
|
|
92.4
|
|
|
|
92.6
|
|
|
|
92.5
|
|
|
|
93.2
|
|
|
|
94.3
|
|
|
|
94.6
|
|
|
|
93.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
7.4
|
|
|
|
7.6
|
|
|
|
7.4
|
|
|
|
7.5
|
|
|
|
6.8
|
|
|
|
5.7
|
|
|
|
5.4
|
|
|
|
6.6
|
|
Selling, general and administrative
|
|
|
4.1
|
|
|
|
4.4
|
|
|
|
4.9
|
|
|
|
4.3
|
|
|
|
4.6
|
|
|
|
4.8
|
|
|
|
3.8
|
|
|
|
3.9
|
|
Research and development
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.2
|
|
|
|
0.2
|
|
Amortization of intangibles
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
0.2
|
|
Restructuring and impairment charges
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.6
|
|
|
|
1.1
|
|
|
|
|
|
Goodwill impairment charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.4
|
|
|
|
9.4
|
|
Loss on disposal of subsidiaries
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
2.6
|
|
|
|
2.8
|
|
|
|
2.1
|
|
|
|
2.2
|
|
|
|
1.5
|
|
|
|
(0.3
|
)
|
|
|
(24.4
|
)
|
|
|
(7.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
Interest expense
|
|
|
0.5
|
|
|
|
0.6
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
2.1
|
|
|
|
2.2
|
|
|
|
1.4
|
|
|
|
1.5
|
|
|
|
0.3
|
|
|
|
(1.0
|
)
|
|
|
(25.1
|
)
|
|
|
(7.8
|
)
|
Income tax expense
|
|
|
0.6
|
|
|
|
0.7
|
|
|
|
0.4
|
|
|
|
0.6
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
4.9
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
1.5
|
|
|
|
1.5
|
|
|
|
1.0
|
|
|
|
0.9
|
|
|
|
0.2
|
|
|
|
(1.1
|
)
|
|
|
(30.0
|
)
|
|
|
(8.2
|
)
|
Net income (loss) attributable to noncontrolling interests, net
of income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Jabil Circuit, Inc
|
|
|
1.5
|
%
|
|
|
1.5
|
%
|
|
|
1.0
|
%
|
|
|
0.9
|
%
|
|
|
0.2
|
%
|
|
|
(1.1
|
)%
|
|
|
(30.0
|
)%
|
|
|
(8.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions
and Expansion
We have made a number of acquisitions in prior years that were
accounted for using the purchase method of accounting. Our
Consolidated Financial Statements include the operating results
of each business from the date of acquisition. See Risk
Factors We have on occasion not achieved, and may
not in the future achieve, expected profitability from our
acquisitions.
Liquidity
and Capital Resources
At August 31, 2010, we had cash and cash equivalent
balances totaling $744.3 million, total notes payable,
long-term debt and capital lease obligations of
$1.2 billion, $800.0 million in available liquidity
under our revolving credit facilities and up to
$187.6 million in available liquidity under our trade
accounts receivable securitization and uncommitted sale programs.
55
The following table sets forth, for the fiscal year ended August
31 selected consolidated cash flow information (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net cash provided by operating activities
|
|
$
|
427,410
|
|
|
$
|
557,309
|
|
|
$
|
420,002
|
|
Net cash used in investing activities
|
|
|
(440,257
|
)
|
|
|
(286,175
|
)
|
|
|
(384,720
|
)
|
Net cash (used in) provided by financing activities
|
|
|
(100,280
|
)
|
|
|
(195,913
|
)
|
|
|
85,000
|
|
Effect of exchange rate changes on cash
|
|
|
(18,816
|
)
|
|
|
28,128
|
|
|
|
(10,984
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(131,943
|
)
|
|
$
|
103,349
|
|
|
$
|
109,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities for the fiscal year
ended August 31, 2010 was approximately
$427.4 million. This resulted primarily from net income of
$170.8 million, a $1.2 billion increase in accounts
payable and accrued expenses, $283.3 million in non-cash
depreciation and amortization expense, $104.6 million in
non-cash stock-based compensation expense, $18.7 million in
loss on disposal of subsidiaries, a $16.9 million increase
in income tax payable and $8.2 million in restructuring and
impairment charges; which were partially offset by a
$969.3 million increase in inventories, a
$247.1 million increase in trade accounts receivable and a
$143.6 million increase in prepaid expenses and other
current assets. The increase in accounts payable and accrued
expenses was primarily driven by the timing of purchases and
cash payments. The increase in accounts receivable was
predominately attributable to increased sales during the fourth
fiscal quarter of fiscal year 2010 as compared to fiscal year
2009. The increase in inventories was primarily due to the ramp
up of inventory levels to support new business wins, as well as
raw material shortages due to a constrained materials
environment which has caused material component lead times to be
extended. For further discussion of material shortages see
Risk Factors 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, increase our inventory carrying costs, increase our
risk of exposure to inventory obsolescence and cause us to
purchase components of a lesser quality.
Net cash used in investing activities for the fiscal year ended
August 31, 2010 was $440.3 million. This consisted
primarily of capital expenditures of $398.4 million for
investments in capacity to support the ongoing production of new
programs within the mobility sector and information technology
infrastructure, proceeds from the disposal of subsidiaries net
of cash of $27.1 million and notes receivable from sale of
$25.0 million; which were partially offset by
$10.3 million of proceeds from the sale of property and
equipment.
Net cash used in financing activities for the fiscal year ended
August 31, 2010 was $100.3 million. This resulted from
our receipt of approximately $4.4 billion of proceeds from
borrowings under existing debt agreements, which primarily
included an aggregate of $3.9 billion of borrowings under
the revolving portion of the Credit Facility and
$196.1 million in borrowings under our short-term Indian
working capital facilities. This was offset by repayments in an
aggregate amount of approximately $4.4 billion during
fiscal year 2010, which primarily included an aggregate of
$3.9 billion of repayments under the revolving portion of
the Credit Facility and $217.4 million of repayments under
our short-term Indian working capital facilities. In addition,
we paid $59.9 million of dividends to stockholders during
fiscal year 2010.
We may need to finance
day-to-day
working capital needs, as well as future growth and any
corresponding working capital needs, with additional borrowings
under our revolving credit facilities described below, as well
as additional public and private offerings of our debt and
equity. Currently, we have a shelf registration statement with
the SEC registering the potential sale of an indeterminate
amount of debt and equity securities in the future, from time to
time, to augment our liquidity and capital resources.
During the second quarter of fiscal year 2004, we entered into
an asset-backed securitization program with a bank, which
originally provided for net cash proceeds at any one time of an
amount up to $100.0 million on the sale of eligible trade
accounts receivable of certain domestic operations. Subsequent
to fiscal year 2004, several amendments have adjusted the net
cash proceeds available at any one time under the securitization
program to an amount of $270.0 million and extended the
program until March 16, 2011. Under this agreement, we
continuously
56
sell a designated pool of trade accounts receivable to a
wholly-owned subsidiary, which in turn sells an ownership
interest in the receivables to a conduit, administered by an
unaffiliated financial institution. This wholly-owned subsidiary
is a separate bankruptcy-remote entity and its assets would be
available first to satisfy the claims of the conduit. As the
receivables sold are collected, we are able to sell additional
receivables up to the maximum permitted amount under the
program. The securitization program requires compliance with
several financial covenants including an interest coverage ratio
and debt to EBITDA ratio, as defined in the securitization
agreements. 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 trade accounts receivable on our Consolidated Balance
Sheets and are reflected as cash provided by operating
activities on our Consolidated Statements of Cash Flows. We
continue to service, administer and collect the receivables sold
under this program. We pay a fee on the unused portion of the
facility of 0.575% per annum based on the average daily unused
aggregate capital during the period. Further, we pay a usage fee
on the utilized portion of the facility equal to LIBOR plus
1.15% per annum (inclusive of the unused fee) on the average
daily outstanding aggregate capital during the immediately
preceding calendar month. The securitization conduit and the
investors in the conduit have no recourse to our assets for
failure of debtors to pay when due. At August 31, 2010, we
had sold $419.8 million of eligible trade accounts
receivable, which represents the face amount of total
outstanding receivables at that date. In exchange, we received
cash proceeds of $194.7 million and retained an interest in
the receivables of approximately $225.1 million. In
connection with the securitization program, we recognized pretax
losses on the sale of receivables of approximately
$3.6 million, $5.3 million, and $11.9 million
during fiscal the years ended August 31, 2010, 2009, and
2008, respectively, which are recorded as other expense on the
Consolidated Statement of Operations. See
Note 15 New Accounting
Pronouncements to the Consolidated Financial Statements.
During the first quarter of fiscal year 2005, we entered into an
agreement with an unrelated third-party for the factoring of
specific trade accounts receivable of a foreign subsidiary.
Under the terms of the factoring agreement, we transfer
ownership of eligible trade accounts receivable without recourse
to the third-party purchaser in exchange for cash. Proceeds on
the transfer reflect the face value of the account less a
discount. The discount is recorded as a loss in our Consolidated
Statements of Operations in the period of the sale. In September
2010, the factoring agreement was extended through
March 31, 2011, at which time it is expected to
automatically renew for an additional six-month period. The
receivables sold pursuant to this factoring agreement are
excluded from trade accounts receivable on our Consolidated
Balance Sheets and are reflected as cash provided by operating
activities on our Consolidated Statements of Cash Flows. We
continue to service, administer and collect the receivables sold
under this program. The third-party purchaser has no recourse to
our assets for failure of debtors to pay when due. At
August 31, 2010, we had sold $14.3 million of trade
accounts receivable, which represents the face amount of total
outstanding receivables at that date. In exchange, we received
cash proceeds of $14.2 million. The resulting loss on trade
accounts receivable sold under this factoring agreement was
$0.1 million, $0.1 million and $0.2 million for
fiscal years 2010, 2009 and 2008, respectively.
During the third quarter of fiscal year 2010, we entered into an
uncommitted accounts receivable sale agreement with a bank which
allows us and certain of our subsidiaries to elect to sell and
the bank to elect to purchase at a discount, on an ongoing
basis, up to a maximum of $150.0 million of specific trade
accounts receivable at any one time. On September 30, 2010,
the sale program was amended to increase the facility limit to
$200.0 million of specific trade accounts receivable at any
one time. The program is accounted for as a sale. Net
receivables sold under this program are excluded from trade
accounts receivable on the Consolidated Balance Sheets and are
reflected as cash provided by operating activities on the
Consolidated Statements of Cash Flows. We paid an arrangement
fee upon the initial sale and pay a transaction fee each month
over the term of the agreement which are recorded to other
expense in our Consolidated Statements of Operations. The sale
program expires on May 25, 2011.
During the fourth quarter of fiscal year 2010, we entered into
an additional uncommitted accounts receivable sale agreement
with a bank which allows us and certain of our subsidiaries to
elect to sell and the bank to elect to purchase at a discount,
on an ongoing basis, up to a maximum of $75.0 million of
specific trade accounts receivable at any one time. The program
is accounted for as a sale. Net receivables sold under this
program are excluded from
57
trade accounts receivable on the Consolidated Balance Sheets and
are reflected as cash provided by operating activities on the
Consolidated Statements of Cash Flows. The sale program expires
on August 24, 2011.
We continue to service the receivables sold under each trade
accounts receivable sales program. No servicing asset or
liability is recorded at the time of sale as we have determined
the servicing fee earned is at a market rate. Servicing costs
are recognized as incurred over the servicing period. For the
year ended August 31, 2010, we had sold $301.6 million
of trade accounts receivable pursuant to the agreements
discussed in the immediately preceding two paragraphs. In
exchange, we received cash proceeds of $301.4 million. The
resulting loss on the sale of trade accounts receivable sold
under this sales program was $0.2 million for the year
ended August 31, 2010 which was recorded to other expense
in our Consolidated Statements of Operations.
Notes payable, long-term debt and long-term lease obligations
outstanding at August 31, 2010 and 2009 are summarized
below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
August 31,
|
|
|
August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
5.875% Senior Notes due 2010(a)
|
|
$
|
|
|
|
$
|
5,064
|
|
7.750% Senior Notes due 2016(b)
|
|
|
301,782
|
|
|
|
300,063
|
|
8.250% Senior Notes due 2018(c)
|
|
|
397,140
|
|
|
|
396,758
|
|
Short-term factoring debt(d)
|
|
|
|
|
|
|
1,468
|
|
Borrowings under credit facilities(e)
|
|
|
73,750
|
|
|
|
21,313
|
|
Borrowings under loans(f)
|
|
|
342,380
|
|
|
|
384,485
|
|
Securitization program obligations(g)
|
|
|
71,436
|
|
|
|
125,291
|
|
Miscellaneous borrowings
|
|
|
8
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
Total notes payable, long-term debt and long-term lease
obligations
|
|
$
|
1,186,496
|
|
|
$
|
1,234,448
|
|
Less current installments of notes payable, long-term debt and
long-term lease obligations
|
|
|
167,566
|
|
|
|
197,575
|
|
|
|
|
|
|
|
|
|
|
Notes payable, long-term debt and long-term lease obligations,
less current installments
|
|
$
|
1,018,930
|
|
|
$
|
1,036,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
During the fourth quarter of fiscal year 2003, we issued a total
of $300.0 million, seven-year, publicly-registered
5.875% Senior Notes (the 5.875% Senior
Notes) at 99.803% of par, resulting in net proceeds of
approximately $297.2 million. During the fourth quarter of
fiscal year 2009, we repurchased $294.9 million in
aggregate principal amount of the 5.875% Senior Notes,
pursuant to a public cash tender offer, in which we also paid an
early tender premium, accrued interest and associated fees and
expenses. The extinguishment of the validly tendered
5.875% Senior Notes resulted in a charge of
$10.5 million which was recorded to other expense in our
Consolidated Statements of Operations for the 12 months
ended August 31, 2009. |
|
|
|
The 5.875% Senior Notes matured on July 15, 2010, and,
at that time, the outstanding balance was fully paid. |
|
(b) |
|
During the fourth quarter of fiscal year 2009, we issued a total
of $312.0 million, seven-year, publicly-registered senior
unsecured notes (the 7.750% Senior Notes) at
96.1% of par, resulting in net proceeds of approximately
$300.0 million. The 7.750% Senior Notes mature on
July 15, 2016 and pay interest semiannually on January 15
and July 15. Also, the 7.750% Senior Notes are our
senior unsecured obligations and rank equally with all other
existing and future senior unsecured debt obligations. We are
subject to covenants such as limitations on our and/or our
subsidiaries ability to: consolidate or merge with, or
convey, transfer or lease all or substantially all of our assets
to, another person; create certain liens; enter into sale and
leaseback transactions; create, incur, issue, assume or
guarantee funded debt (which only applies to our
restricted subsidiaries); and guarantee any of our
indebtedness (which only applies to our subsidiaries). We are
also subject to a covenant regarding our repurchase of the
7.750% Senior Notes upon a change of control
repurchase event. |
|
(c) |
|
During the second and third quarters of fiscal year 2008, we
issued $250.0 million and $150.0 million,
respectively, of ten-year, unregistered 8.250% notes at
99.965% of par and 97.5% of par, respectively, resulting in net
proceeds of approximately $245.7 million and
$148.5 million, respectively. On July 18, 2008, we |
58
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|
|
|
|
completed an exchange whereby all of the outstanding
unregistered 8.250% Notes were exchanged for registered
8.250% Notes (collectively the 8.250% Senior
Notes) that are substantially identical to the
unregistered notes except that the 8.250% Senior Notes are
registered under the Securities Act and do not have any transfer
restrictions, registration rights or rights to additional
special interest. |
|
|
|
The 8.250% Senior Notes mature on March 15, 2018 and
pay interest semiannually on March 15 and September 15. The
interest rate payable on the 8.250% Senior Notes is subject
to adjustment from time to time if the credit ratings assigned
to the 8.250% Senior Notes increase or decrease, as
provided in the 8.250% Senior Notes. The 8.250% Senior
Notes are our senior unsecured obligations and rank equally with
all other existing and future senior unsecured debt obligations. |
|
|
|
We are subject to covenants such as limitations on our and/or
our subsidiaries ability to: consolidate or merge with, or
convey, transfer or lease all or substantially all of our assets
to, another person; create certain liens; enter into sale and
leaseback transactions; create, incur, issue, assume or
guarantee any funded debt (which only applies to our
restricted subsidiaries); and guarantee any of our
indebtedness (which only applies to our subsidiaries). We are
also subject to a covenant regarding our repurchase of the
8.250% Senior Notes upon a change of control
repurchase event. |
|
|
|
During the fourth quarter of fiscal year 2007, we entered into
forward interest rate swap transactions to hedge the fixed
interest rate payments for an anticipated debt issuance. The
swaps were accounted for as a cash flow hedge. The notional
amount of the swaps was $400.0 million. Concurrently with
the pricing of the first $250.0 million of the
8.250% Senior Notes, we settled $250.0 million of the
swaps by our payment of $27.5 million. We also settled the
remaining $150.0 million of swaps during the second quarter
of fiscal year 2008 by our payment of $15.6 million. As a
result, we settled the amount recognized as a current liability
on our Consolidated Balance Sheets. We also recorded
$0.7 million to interest expense (as ineffectiveness) in
our Consolidated Statements of Operations during the three
months ended February 29, 2008, with the remainder recorded
in accumulated other comprehensive income, net of taxes, on our
Consolidated Balance Sheets. On May 19, 2008, we issued the
remaining $150.0 million of 8.250% Senior Notes and
recorded no additional interest expense (as ineffectiveness) in
the Consolidated Statements of Operations. The effective portion
of the swaps remaining on our Consolidated Balance Sheets will
be amortized to interest expense in our Consolidated Statements
of Operations over the life of the 8.250% Senior Notes. |
|
(d) |
|
During the fourth quarter of fiscal year 2007 and the fourth
quarter of fiscal year 2009, we entered into separate agreements
with unrelated third parties for the factoring of specific trade
accounts receivable of certain foreign subsidiaries. The
factoring of trade accounts receivable under these agreements
did not meet the criteria for recognition as a sale. Under the
terms of these agreements, we transferred ownership of eligible
trade accounts receivable to the third party purchasers in
exchange for cash, however, as these transactions did not
qualify as a sale, the relating trade accounts receivable were
included on our Consolidated Balance Sheets until the cash was
received by the purchasers from our customer for the trade
accounts receivable. This program was transferred in connection
with our divestiture of our French and Italian subsidiaries, and
therefore, no liability is recorded on our Consolidated Balance
Sheets at August 31, 2010. We had an outstanding liability
of approximately $1.5 million on the Consolidated Balance
Sheets at August 31, 2009 related to these agreements. |
|
(e) |
|
As of August 31, 2010, two of our foreign subsidiaries have
entered into credit facilities to finance their future growth
and any corresponding working capital needs. The credit
facilities are denominated in U.S. dollars. The credit
facilities incur interest at fixed and variable rates ranging
from 1.82% to 4.15% with $73.8 million outstanding at
August 31, 2010. |
|
(f) |
|
During the third quarter of fiscal year 2005, we negotiated a
five-year, 400.0 million Indian rupee construction loan for
an Indian subsidiary with an Indian branch of a global bank.
Under the terms of the loan, we pay interest on outstanding
borrowings based on a fixed rate of 7.45%. The construction loan
expired on April 15, 2010 and was fully repaid. |
|
|
|
During the third quarter of fiscal year 2005, we negotiated a
five-year, 25.0 million Euro construction loan for a
Hungarian subsidiary with a Hungarian branch of a global bank.
Under the terms of the loan facility, we pay interest on
outstanding borrowings based on the Euro Interbank Offered Rate
plus a spread of 0.925%. Quarterly principal repayments began in
September 2006 to repay the amount of proceeds drawn under the
construction loan. The construction loan expired on
April 13, 2010 and was fully repaid. |
59
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|
|
|
During the second quarter of fiscal year 2007, we entered into a
three-year loan agreement to borrow $20.3 million from a
software vendor in connection with various software licenses
that we purchased from them. The software licenses were
capitalized and were being amortized over a three-year period.
The loan agreement was non-interest bearing and payments were
due quarterly through October 2009, when the loan agreement was
terminated. |
|
|
|
Through the acquisition of a Taiwanese subsidiary in fiscal year
2007, we assumed certain liabilities, including short and
long-term debt obligations totaling approximately
$102.2 million at the date of acquisition. At
August 31, 2010, there are no amounts outstanding under
these short-term mortgage and credit facilities. |
|
|
|
During the fourth quarter of fiscal year 2007, we entered into
the five-year Credit Facility. This agreement provides for a
revolving credit portion in the initial amount of
$800.0 million, subject to potential increases up to
$1.0 billion, and provides for a term portion in the amount
of $400.0 million. Some or all of the lenders under the
Credit Facility and their affiliates have various other
relationships with us and our subsidiaries involving the
provision of financial services, including cash management,
loans, letter of credit and bank guarantee facilities,
investment banking and trust services. We, along with some of
our subsidiaries, have entered into foreign exchange contracts
and other derivative arrangements with certain of the lenders
and their affiliates. In addition, many, if not most, of the
agents and lenders under the Credit Facility held positions as
agent and/or lender under our old revolving credit facility and
the $1.0 billion,
364-day
senior unsecured bridge loan facility, that was entered into on
December 21, 2006, amended on December 20, 2007 and
terminated on February 13, 2008. The revolving credit
portion of the Credit Facility terminates on July 19, 2012,
and the term loan portion of the Credit Facility requires
payments of principal in annual installments of
$20.0 million each, with a final payment of the remaining
principal due on July 19, 2012. Interest and fees on Credit
Facility advances are based on our unsecured long-term
indebtedness rating as determined by S&P and Moodys.
Interest is charged at a rate equal to either 0% to 0.75% above
the base rate or 0.375% to 1.75% above the Eurocurrency rate,
where the base rate represents the greater of Citibank,
N.A.s prime rate or 0.50% above the federal funds rate,
and the Eurocurrency rate represents the applicable London
Interbank Offered Rate, each as more fully defined in this
credit agreement. Fees include a facility fee based on the
revolving credit commitments of the lenders, a letter of credit
fee based on the amount of outstanding letters of credit, and a
utilization fee to be added to the revolving credit interest
rate and any letter of credit fee during any period when the
aggregate amount of outstanding advances and letters of credit
exceeds 50% of the total revolving credit commitments of the
lenders. Based on our current senior unsecured long-term
indebtedness rating as determined by S&P and Moodys,
the current rate of interest (including the applicable facility
and utilization fee) on a full draw under the revolving credit
would be 0.275% above the base rate or 0.875% above the
Eurocurrency rate, and the current rate of interest on the term
portion would be the base rate or 0.875% above the Eurocurrency
rate. We, along with our subsidiaries, are subject to the
following financial covenants: (1) a maximum ratio of
(a) Debt (as defined in the credit agreement) to
(b) Consolidated EBITDA (as defined in the credit
agreement) and (2) a minimum ratio of (a) Consolidated
EBITDA to (b) interest payable on, and amortization of debt
discount in respect of, debt and loss on sales of trade accounts
receivables pursuant to our securitization program. In addition,
we are subject to other covenants, such as: limitation upon
liens; limitation upon mergers, etc; limitation upon accounting
changes; limitation upon subsidiary debt; limitation upon sales,
etc of assets; limitation upon changes in nature of business;
payment restrictions affecting subsidiaries; compliance with
laws, etc; payment of taxes, etc; maintenance of insurance;
preservation of corporate existence, etc; visitation rights;
keeping of books; maintenance of properties, etc; transactions
with affiliates; and reporting requirements (collectively
referred to herein as Restrictive Financial
Covenants). During the 12 months ended
August 31, 2010, we borrowed $3.9 billion against the
revolving credit portion of the Credit Facility. These
borrowings were repaid in full during fiscal year 2010. A draw
in the amount of $400.0 million has been made under the
term portion of the Credit Facility and $340.0 million
remains outstanding at August 31, 2010. |
|
|
|
In addition to the loans described above, at August 31,
2010, we have additional loans outstanding to fund working
capital needs. These additional loans total approximately
$2.4 million and are denominated in Euros. The loans are
due and payable within 12 months and are classified as
short-term on our Consolidated Balance Sheets. |
|
(g) |
|
During the third quarter of fiscal year 2008, we entered into a
foreign asset-backed securitization program with a bank conduit
which originally provided for net borrowings available at any
one time of up to $200.0 million. |
60
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|
|
|
|
Subsequent to fiscal year 2008, certain amendments adjusted the
net borrowings available at any one time under the
securitization program to $100.0 million. In connection
with the foreign securitization program certain of our foreign
subsidiaries sell, on an ongoing basis, an undivided interest in
designated pools of trade accounts receivable to a special
purpose entity, which in turn borrows up to $100.0 million
from the bank conduit to purchase those receivables and in which
it grants security interests as collateral for the borrowings.
The securitization program is accounted for as a borrowing. The
loan balance is calculated based on the terms of the
securitization program agreements. The foreign securitization
program requires compliance with several covenants including a
limitation on certain corporate actions such as mergers,
consolidations and sale of substantially all assets. We are
assessed a monthly fee based on the maximum facility limit and,
in addition, pay interest based on LIBOR plus a spread. The
foreign securitization program expires on March 17, 2011.
At August 31, 2010, we had $71.4 million of debt
outstanding under the program. In addition, we incurred interest
expense of $2.1 million, $3.9 million and
$2.8 million recorded in our Consolidated Statements of
Operations during the 12 months ended August 31, 2010,
2009 and 2008, respectively. |
At August 31, 2010, 2009 and 2008, we were in compliance
with all Restrictive Financial Covenants under the Credit
Facility and our securitization programs.
Our working capital requirements and capital expenditures could
continue to increase in order to support future expansions of
our operations through construction of greenfield operations or
acquisitions. It is possible that future expansions may be
significant and may require the payment of cash. Future
liquidity needs will also depend on fluctuations in levels of
inventory and shipments, changes in customer order volumes and
timing of expenditures for new equipment.
For discussion of our cash management and risk management
policies see Quantitative and Qualitative Disclosures
About Market Risk.
We currently anticipate that during the next 12 months, our
capital expenditures will be in the range of $325.0 million
to $375.0 million, principally for machinery and equipment
for new business, including new process technology within our
mechanical operations, maintenance levels of machinery and
equipment and information technology infrastructure upgrades. We
believe that our level of resources, which include cash on hand,
available borrowings under our revolving credit facilities,
additional proceeds available under our trade accounts
receivable securitization programs and potentially available
under our uncommitted trade accounts receivable sale programs
and funds provided by operations, will be adequate to fund these
capital expenditures, the payment of any declared quarterly
dividends, payments for current and future restructuring
activities and our working capital requirements for the next
12 months. Our $270.0 million asset-backed
securitization program and our $100.0 million foreign
asset-backed securitization program expire, however, in March
2011 and our $200.0 million and $75.0 million
uncommitted trade accounts receivable sale programs expire in
May 2011 and August 2011, respectively, and we may be unable to
renew any or all of them.
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.
Our contractual obligations for short and long-term debt
arrangements, future interest on notes payable and long-term
debt, future minimum lease payments under non-cancelable
operating lease arrangements, estimated future benefit payments
to plan and capital commitments as of August 31, 2010 are
summarized below. We do not participate in, or secure financing
for, any unconsolidated limited purpose entities. We generally
do not enter into non-cancelable purchase orders for materials
until we receive a corresponding purchase commitment from our
61
customer. Non-cancelable purchase orders do not typically extend
beyond the normal lead time of several weeks at most. Purchase
orders beyond this time frame are typically cancelable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
Less than 1
|
|
|
|
|
|
|
|
|
After
|
|
|
|
Total
|
|
|
Year
|
|
|
1-3 Years
|
|
|
4-5 Years
|
|
|
5 Years
|
|
|
|
(In thousands)
|
|
|
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable, long-term debt and long-term lease obligations
|
|
$
|
1,186,496
|
|
|
$
|
167,566
|
|
|
$
|
320,008
|
|
|
$
|
|
|
|
$
|
698,922
|
|
Future interest on notes payable and long-term debt(a)
|
|
|
403,893
|
|
|
|
62,102
|
|
|
|
119,918
|
|
|
|
115,631
|
|
|
|
106,242
|
|
Operating lease obligations
|
|
|
153,787
|
|
|
|
51,653
|
|
|
|
62,769
|
|
|
|
28,742
|
|
|
|
10,623
|
|
Estimated future benefit payments to plan
|
|
|
52,313
|
|
|
|
4,253
|
|
|
|
9,515
|
|
|
|
9,141
|
|
|
|
29,404
|
|
Capital commitments(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual cash obligations(c)
|
|
$
|
1,796,489
|
|
|
$
|
285,574
|
|
|
$
|
512,210
|
|
|
$
|
153,514
|
|
|
$
|
845,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Certain of our notes payable and long-term debt pay interest at
variable rates. In the contractual obligations table above, we
have elected to apply interest rates applicable to the current
fiscal quarter to determine the value of these future interest
payments. |
|
(b) |
|
During the first fiscal quarter of 2009, we committed
$10.0 million to an independent private equity limited
partnership which invests in companies that address resource
limits in energy, water and materials (commonly referred to as
the CleanTech sector). Of that amount, we have invested
$4.3 million as of August 31, 2010. The remaining
commitment of $5.7 million is callable over the next three
years by the general partner. As the capital calls have no
specified timing, this commitment has been excluded from the
above table as we cannot currently determine when such
commitment calls will occur. |
|
(c) |
|
At August 31, 2010, we have $0.5 million and
$86.4 million recorded as a current and a long-term
liability, respectively, for uncertain tax positions. We are not
able to reasonably estimate the timing of payments, or the
amount by which our liability for these uncertain tax positions
will increase or decrease over time; and accordingly, this
liability has been excluded from the above table. |
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
Foreign
Currency Exchange Risks
We transact business in various foreign countries and are,
therefore, subject to risk of foreign currency exchange rate
fluctuations. We enter into forward contracts to economically
hedge transactional exposure associated with commitments arising
from trade accounts receivable, trade accounts payable,
intercompany transactions and fixed purchase obligations
denominated in a currency other than the functional currency of
the respective operating entity. We do not intend to use
derivative financial instruments for speculative purposes. All
derivative instruments are recorded on our Consolidated Balance
Sheets at their respective fair market values. At
August 31, 2010, except for certain foreign currency
contracts, with a notional amount outstanding of
$67.2 million and a fair value of $0.7 million
recorded in prepaid and other current assets and
$1.0 million recorded in accrued expenses, we have elected
not to prepare and maintain the documentation required for the
transactions to qualify as accounting hedges and, therefore,
changes in fair value are recorded in our Consolidated
Statements of Operations.
The aggregate notional amount of outstanding contracts at
August 31, 2010 that do not qualify as accounting hedges
was $414.5 million. The fair value of these contracts
amounted to a $4.8 million asset recorded in prepaid and
other current assets and a $3.3 million liability recorded
to accrued expenses on our Consolidated Balance Sheets. The
forward contracts will generally expire in less than four
months, with five months being the maximum term of the contracts
outstanding at August 31, 2010. Upon expiration of the
contracts, the change in fair value will be reflected in cost of
revenue in our Consolidated Statements of Operations. The
forward contracts are denominated in Brazilian real, British
pounds, Canadian dollars, Chinese yuan renminbis, Euros,
Hungarian forints, Indian
62
rupees, Japanese yen, Malaysian ringgits, Mexican pesos, Polish
zlotys, Russian rubles, Singapore dollars and U.S. dollars.
Interest
Rate Risk
A portion of our exposure to market risk for changes in interest
rates relates to our domestic investment portfolio. We do not,
and do not intend to, use derivative financial instruments for
speculative purposes. 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 these risks by generally
investing in investment grade securities and by frequently
positioning the portfolio to try to respond appropriately to a
reduction in credit rating of any investment issuer, guarantor
or depository to levels below the credit ratings dictated by our
investment policy. The portfolio typically includes only
marketable securities with active secondary or resale markets to
ensure portfolio liquidity. At August 31, 2010, there were
no significant outstanding investments.
We pay interest on several of our outstanding borrowings at
interest rates that fluctuate based upon changes in various base
interest rates. There were $481.4 million in borrowings
outstanding under these facilities at August 31, 2010. See
Managements Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and
Capital Resources and Note 7 Notes
Payable, Long-Term Debt and Long-Term Lease Obligations to
the Consolidated Financial Statements for additional information
regarding our outstanding debt obligations.
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
Certain information required by this item is included in
Item 7 of Part II of this Report under the heading
Quarterly Results and is incorporated into this item
by reference. All other information required by this item is
included in Item 15 of Part IV of this Report and is
incorporated into this item by reference.
|
|
Item 9.
|
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure
|
On July 28, 2010, our Audit Committee approved the
selection of Ernst & Young LLP (E&Y)
to serve as our independent registered public accounting firm
for the fiscal year ending August 31, 2011. There have been
no disagreements with our former accountants on accounting and
financial disclosure. For further information, please refer to
our
Form 8-K
filed with the SEC on August 3, 2010.
|
|
Item 9A.
|
Controls
and Procedures
|
|
|
(a)
|
Evaluation
of Disclosure Controls and Procedures
|
We carried out an evaluation required by
Rules 13a-15
and 15d-15
under the Exchange Act (the Evaluation), under the
supervision and with the participation of our President and
Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), of the effectiveness of our
disclosure controls and procedures as defined in
Rules 13a-15
and 15d-15
under the Exchange Act (Disclosure Controls) as of
August 31, 2010. Based on the Evaluation, our CEO and CFO
concluded that the design and operation of our Disclosure
Controls were effective to ensure that information required to
be disclosed by us in reports that we file or submit under the
Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in SEC rules and
forms, and (ii) accumulated and communicated to our senior
management, including our CEO and CFO, to allow timely decisions
regarding required disclosure.
|
|
(b)
|
Managements
Report on Internal Control over Financial Reporting
|
We assessed the effectiveness of our internal control over
financial reporting as of August 31, 2010.
Managements report on internal control over financial
reporting as of August 31, 2010 is incorporated herein at
Item 15.
63
|
|
(c)
|
Changes
in Internal Control over Financial Reporting
|
For our fiscal quarter ended August 31, 2010, we did not
identify any modifications to our internal control over
financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control
over financial reporting.
Our internal control over financial reporting, including our
internal control documentation and testing efforts, remain
ongoing to ensure continued compliance with the Exchange Act.
For our fiscal quarter ended August 31, 2010, we identified
certain internal controls that management believed should be
modified to improve them. These improvements include further
formalization of policies and procedures, improved segregation
of duties, additional information technology system controls and
additional monitoring controls. We are making improvements to
our internal control over financial reporting as a result of our
review efforts. We have reached our conclusions set forth above,
notwithstanding those improvements and modifications.
|
|
(d)
|
Limitations
on the Effectiveness of Controls and other matters
|
Our management, including our CEO and CFO, does not expect that
our Disclosure Controls and internal control over financial
reporting will prevent all error and all fraud. A control
system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of
the control system are met. Further, the design of a control
system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Additionally, controls may
be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of
the control.
The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in
achieving its stated goals under all potential future
conditions; over time, a control may become inadequate because
of changes in conditions, or the degree of compliance with the
policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements
due to error or fraud may occur and not be detected.
Notwithstanding the foregoing limitations on the effectiveness
of controls, we have nonetheless reached the conclusions set
forth above on our disclosure controls and procedures and our
internal control over financial reporting.
|
|
(e)
|
CEO and
CFO Certifications
|
Exhibits 31.1 and 31.2 are the Certifications of the CEO
and the CFO, respectively. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of
2002 (the Section 302 Certifications). This
Item of this report, which you are currently reading is the
information concerning the Evaluation referred to in the
Section 302 Certifications and this information should be
read in conjunction with the Section 302 Certifications for
a more complete understanding of the topics presented.
|
|
Item 9B.
|
Other
Information
|
None.
64
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance
|
Directors,
Audit Committee and Audit Committee Financial Expert
Information regarding our directors, audit committee and audit
committee financial expert is incorporated by reference to the
information set forth under the captions
Proposal No. 1: Election of Directors and
Corporate Governance and Board of Directors Matters
in our Proxy Statement for the 2010 Annual Meeting of
Stockholders to be filed with the SEC within 120 days after
the end of our fiscal year ended August 31, 2010.
Executive
Officers
Information regarding our executive officers is included in
Item 1 of Part I of this Report under the heading
Executive Officers of the Registrant and is
incorporated into this item by reference.
Section 16(a)
Beneficial Ownership Reporting Compliance
Information regarding compliance with Section 16
(a) of the Exchange Act is hereby incorporated herein by
reference from the section entitled Beneficial
Ownership Section 16(a) Beneficial Ownership
Reporting Compliance in the Proxy Statement for the 2010
Annual Meeting of Stockholders to be filed with the SEC within
120 days after the end of our fiscal year ended
August 31, 2010.
Codes of
Ethics
We have adopted a senior code of ethics that applies to our
principal executive officer, principal financial officer,
principal accounting officer, controller and other persons
performing similar functions. We have also adopted a general
code of business conduct and ethics that applies to all of our
directors, officers and employees. These codes are both posted
on our website, which is located at
http://www.jabil.com.
Stockholders may request a free copy of either of such items in
print form from:
Jabil Circuit, Inc.
Attention: Investor Relations
10560 Dr. Martin Luther King, Jr. Street North
St. Petersburg, Florida 33716
Telephone:
(727) 577-9749
We intend to satisfy the disclosure requirement under
Item 5.05 of
Form 8-K
regarding any amendment to, or waiver from, a provision of the
code of ethics by posting such information on our website, at
the address specified above. Similarly, we expect to disclose to
stockholders any waiver of the code of business conduct and
ethics for executive officers or directors by posting such
information on our website, at the address specified above.
Information contained in our website, whether currently posted
or posted in the future, is not part of this document or the
documents incorporated by reference in this document.
Corporate
Governance Guidelines
We have adopted Corporate Governance Guidelines, which are
available on our website at
http://www.jabil.com.
Stockholders may request a copy of the Corporate Governance
Guidelines from the address and phone number set forth above
under Codes of Ethics.
Committee
Charters
The charters for our Audit Committee, Compensation Committee and
Nomination and Corporate Governance Committee are available on
our website at
http://www.jabil.com.
Stockholders may request a copy of each of these charters from
the address and phone number set forth under
Codes of Ethics.
65
|
|
Item 11.
|
Executive
Compensation
|
Information regarding executive compensation is incorporated by
reference to the information set forth under the caption
Compensation Discussion & Analysis in our
Proxy Statement for the 2010 Annual Meeting of Stockholders to
be filed with the SEC within 120 days after the end of our
fiscal year ended August 31, 2010.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
Information regarding security ownership of certain beneficial
owners and management is incorporated by reference to the
information set forth under the caption Beneficial
Ownership Share Ownership by Principal Stockholders
and Management in our Proxy Statement for the 2010 Annual
Meeting of Stockholders to be filed with the SEC within
120 days after the end of our fiscal year ended
August 31, 2010.
The following table sets forth certain information relating to
our equity compensation plans as of August 31, 2010.
Equity
Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
Number of Securities to
|
|
|
Weighted-Average
|
|
|
Remaining Available
|
|
|
|
be Issued Upon Exercise
|
|
|
Exercise Price of
|
|
|
for Future Issuance
|
|
|
|
of Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
Under Equity
|
|
Equity Compensation Plans Approved by Security Holders:
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
Compensation Plans
|
|
|
1992 Stock Option Plan
|
|
|
1,946,992
|
|
|
$
|
22.21
|
|
|
|
NA
|
|
2002 Stock Option Plan
|
|
|
11,062,747
|
|
|
$
|
24.47
|
|
|
|
9,771,549
|
|
2002 CSOP Plan
|
|
|
78,905
|
|
|
$
|
17.99
|
|
|
|
400,222
|
|
2002 FSOP Plan
|
|
|
65,630
|
|
|
$
|
23.26
|
|
|
|
308,230
|
|
2002 Employee Stock Purchase Plan
|
|
|
NA
|
|
|
|
NA
|
|
|
|
1,208,281
|
|
Restricted Stock Awards
|
|
|
12,189,271
|
|
|
|
NA
|
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
25,343,545
|
|
|
|
|
|
|
|
11,688,282
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Note 11 Stockholders
Equity to the Consolidated Financial Statements.
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
Information regarding certain relationships and related
transactions is incorporated by reference to the information set
forth under the caption Related Party Transactions/Certain
Transactions in our Proxy Statement for the 2010 Annual
Meeting of Stockholders to be filed with the SEC within
120 days after the end of our fiscal year ended
August 31, 2010.
|
|
Item 14.
|
Principal
Accounting Fees and Services
|
Information regarding principal accounting fees and services is
incorporated by reference to the information set forth under the
captions Ratification of Appointment of Independent
Registered Public Accounting Firm Principal
Accounting Fees and Services and Policy
on Audit Committee Pre-Approval of Audit, Audit Related and
Permissible Non-Audit Services of Independent Registered Public
Accounting Firm in our Proxy Statement for the 2010 Annual
Meeting of Stockholders to be filed with SEC within
120 days after the end of our fiscal year ended
August 31, 2010.
66
PART IV
|
|
Item 15.
|
Exhibits,
Financial Statement Schedules
|
(a) The following documents are filed as part of this
Report:
1. Financial Statements. Our consolidated
financial statements, and related notes thereto, with the
independent registered public accounting firm reports thereon
are included in Part IV of this report on the pages
indicated by the Index to Consolidated Financial Statements and
Schedule as presented on page 68 of this report.
2. Financial Statement Schedule. Our
financial statement schedule is included in Part IV of this
report on the page indicated by the Index to Consolidated
Financial Statements and Schedule as presented on page 68
of this report. This financial statement schedule should be read
in conjunction with our consolidated financial statements, and
related notes thereto.
Schedules not listed in the Index to Consolidated Financial
Statements and Schedule have been omitted because they are not
applicable, not required, or the information required to be set
forth therein is included in the consolidated financial
statements or notes thereto.
3. Exhibits. See Item 15(b) below.
(b) Exhibits. The exhibits listed on the
Exhibits Index are filed as part of, or incorporated by
reference into, this Report.
(c) Financial Statement Schedules. See
Item 15(a) above.
67
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
|
|
|
|
|
|
|
|
69
|
|
|
|
|
70
|
|
|
|
|
71
|
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
|
72
|
|
|
|
|
73
|
|
|
|
|
74
|
|
|
|
|
75
|
|
|
|
|
76
|
|
|
|
|
77
|
|
Financial Statement Schedule:
|
|
|
|
|
|
|
|
120
|
|
68
MANAGEMENTS
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Jabil Circuit, Inc. (the Company) is
responsible for establishing and maintaining adequate internal
control over financial reporting as defined in
Rule 13a-15(f)
of the Securities Exchange Act of 1934, as amended.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Under the supervision of and with the participation of the Chief
Executive Officer and the Chief Financial Officer, the
Companys management conducted an assessment of the
effectiveness of the Companys internal control over
financial reporting as of August 31, 2010. Management based
this assessment on the framework as established in
Internal Control Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Managements
assessment included an evaluation of the design of the
Companys internal control over financial reporting and
testing of the effectiveness of its internal control over
financial reporting.
Based on this assessment, management has concluded that, as of
August 31, 2010, the Company maintained effective internal
control over financial reporting.
KPMG LLP, the Companys independent registered public
accounting firm, issued an audit report on the effectiveness of
the Companys internal control over financial reporting
which follows this report.
October 21, 2010
69
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Jabil Circuit, Inc.:
We have audited Jabil Circuit, Inc.s internal control over
financial reporting as of August 31, 2010, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Jabil Circuit, Inc.s
management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting,
included in the accompanying Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion
on the Companys internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our
opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, Jabil Circuit, Inc. maintained, in all material
respects, effective internal control over financial reporting as
of August 31, 2010, based on criteria established in
Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Jabil Circuit, Inc. and
subsidiaries as of August 31, 2010 and 2009, and the
related consolidated statements of operations, comprehensive
income (loss), stockholders equity, and cash flows for
each of the years in the three-year period ended August 31,
2010, and our report dated October 21, 2010 expressed an
unqualified opinion on those consolidated financial statements.
October 21, 2010
Tampa, Florida
Certified Public Accountants
70
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Jabil Circuit, Inc.:
We have audited the accompanying consolidated balance sheets of
Jabil Circuit, Inc. and subsidiaries as of August 31, 2010
and 2009, and the related consolidated statements of operations,
comprehensive income (loss), stockholders equity, and cash
flows for each of the years in the three-year period ended
August 31, 2010. In connection with our audits of the
consolidated financial statements, we also have audited
financial statement schedule II. These consolidated
financial statements and financial statement schedule are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Jabil Circuit and subsidiaries as of August 31,
2010 and 2009, and the results of their operations and their
cash flows for each of the years in the three-year period ended
August 31, 2010, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the related
financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.
As discussed in Note 15 to the consolidated financial
statements, effective September 1, 2009, the Company
adopted new accounting and disclosure guidance related to
noncontrolling interests in subsidiaries. Also discussed in
Note 15 to the consolidated financial statements, effective
September 1, 2009, the Company adopted new accounting
guidance on earnings per share which provides that unvested
share-based payment awards that contain non-forfeitable rights
to dividends or dividend equivalents, whether paid or unpaid, be
considered participating securities and therefore included in
the computation of earnings per share pursuant to the two-class
method.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), Jabil
Circuit, Inc.s internal control over financial reporting
as of August 31, 2010, based on criteria established in
Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated October 21, 2010, expressed an
unqualified opinion on the effectiveness of the Companys
internal control over financial reporting.
October 21, 2010
Tampa, Florida
Certified Public Accountants
71
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
(in
thousands, except for share data)
|
|
|
|
|
|
|
|
|
|
|
August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
744,329
|
|
|
$
|
876,272
|
|
Trade accounts receivable, net of allowance for doubtful
accounts of $13,939 in 2010 and $15,510 in 2009 (note 2)
|
|
|
1,408,319
|
|
|
|
1,260,962
|
|
Inventories (note 3)
|
|
|
2,094,135
|
|
|
|
1,226,656
|
|
Prepaid expenses and other current assets (note 13)
|
|
|
349,165
|
|
|
|
247,795
|
|
Income taxes receivable
|
|
|
35,560
|
|
|
|
37,448
|
|
Deferred income taxes (note 4)
|
|
|
22,510
|
|
|
|
27,693
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
4,654,018
|
|
|
|
3,676,826
|
|
Property, plant and equipment, net of accumulated depreciation
of $1,166,807 at August 31, 2010 and $1,131,765 at
August 31, 2009 (note 5)
|
|
|
1,451,392
|
|
|
|
1,377,729
|
|
Goodwill (note 6)
|
|
|
28,455
|
|
|
|
25,120
|
|
Intangible assets, net of accumulated amortization of $112,687
at August 31, 2010 and $98,772 at August 31, 2009
(note 6)
|
|
|
104,113
|
|
|
|
131,168
|
|
Deferred income taxes (note 4)
|
|
|
55,101
|
|
|
|
49,673
|
|
Other assets
|
|
|
74,668
|
|
|
|
57,342
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
6,367,747
|
|
|
$
|
5,317,858
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Current installments of notes payable, long-term debt and
long-term lease obligations (note 8)
|
|
$
|
167,566
|
|
|
$
|
197,575
|
|
Accounts payable
|
|
|
2,741,719
|
|
|
|
1,938,009
|
|
Accrued compensation and employee benefits
|
|
|
196,865
|
|
|
|
208,562
|
|
Other accrued expenses (notes 8, 9, 10 and 13)
|
|
|
475,387
|
|
|
|
329,289
|
|
Income taxes payable
|
|
|
19,236
|
|
|
|
11,831
|
|
Deferred income taxes (note 4)
|
|
|
4,401
|
|
|
|
660
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
3,605,174
|
|
|
|
2,685,926
|
|
Notes payable, long-term debt and long-term lease obligations
less current installments (note 7)
|
|
|
1,018,930
|
|
|
|
1,036,873
|
|
Other liabilities (notes 8 and 9)
|
|
|
63,058
|
|
|
|
70,124
|
|
Income tax liability (note 4)
|
|
|
86,351
|
|
|
|
78,348
|
|
Deferred income taxes (note 4)
|
|
|
1,462
|
|
|
|
4,178
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
4,774,975
|
|
|
|
3,875,449
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (note 10)
|
|
|
|
|
|
|
|
|
Equity (note 11):
|
|
|
|
|
|
|
|
|
Jabil Circuit, Inc. stockholders equity:
|
|
|
|
|
|
|
|
|
Common stock, $.001 par value, authorized
500,000,000 shares; issued and outstanding
210,496,989 shares in 2010, and 208,022,841 shares in
2009
|
|
|
220
|
|
|
|
217
|
|
Additional paid-in capital
|
|
|
1,541,507
|
|
|
|
1,455,214
|
|
Retained earnings (Accumulated deficit)
|
|
|
123,303
|
|
|
|
(13,700
|
)
|
Accumulated other comprehensive income
|
|
|
122,062
|
|
|
|
196,972
|
|
Treasury stock at cost, 9,035,919 shares in 2010 and
8,683,917 shares in 2009
|
|
|
(209,046
|
)
|
|
|
(203,541
|
)
|
|
|
|
|
|
|
|
|
|
Total Jabil Circuit, Inc. stockholders equity
|
|
|
1,578,046
|
|
|
|
1,435,162
|
|
Noncontrolling interests
|
|
|
14,726
|
|
|
|
7,247
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
1,592,772
|
|
|
|
1,442,409
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
6,367,747
|
|
|
$
|
5,317,858
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
72
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
(in
thousands, except for per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net revenue (note 12)
|
|
$
|
13,409,411
|
|
|
$
|
11,684,538
|
|
|
$
|
12,779,703
|
|
Cost of revenue
|
|
|
12,405,267
|
|
|
|
10,965,723
|
|
|
|
11,911,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
1,004,144
|
|
|
|
718,815
|
|
|
|
867,801
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
589,738
|
|
|
|
495,941
|
|
|
|
491,324
|
|
Research and development
|
|
|
28,085
|
|
|
|
27,321
|
|
|
|
32,984
|
|
Amortization of intangibles (note 6)
|
|
|
25,934
|
|
|
|
31,039
|
|
|
|
37,288
|
|
Restructuring and impairment charges (note 9)
|
|
|
8,217
|
|
|
|
51,894
|
|
|
|
54,808
|
|
Goodwill impairment charges (note 6)
|
|
|
|
|
|
|
1,022,821
|
|
|
|
|
|
Loss on disposal of subsidiaries (note 14)
|
|
|
24,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
327,566
|
|
|
|
(910,201
|
)
|
|
|
251,397
|
|
Other expense
|
|
|
4,087
|
|
|
|
20,111
|
|
|
|
11,902
|
|
Interest income
|
|
|
(2,956
|
)
|
|
|
(7,426
|
)
|
|
|
(12,014
|
)
|
Interest expense
|
|
|
79,168
|
|
|
|
82,247
|
|
|
|
94,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
|
247,267
|
|
|
|
(1,005,133
|
)
|
|
|
157,193
|
|
Income tax expense (note 4)
|
|
|
76,501
|
|
|
|
160,898
|
|
|
|
25,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
170,766
|
|
|
|
(1,166,031
|
)
|
|
|
132,074
|
|
Net income (loss) attributable to noncontrolling interests, net
of income tax expense
|
|
|
1,926
|
|
|
|
(819
|
)
|
|
|
(1,818
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Jabil Circuit, Inc.
|
|
$
|
168,840
|
|
|
$
|
(1,165,212
|
)
|
|
$
|
133,892
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) Per Share (note 1):
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to the stockholders of Jabil Circuit,
Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.79
|
|
|
$
|
(5.63
|
)
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.78
|
|
|
$
|
(5.63
|
)
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
214,332
|
|
|
|
207,002
|
|
|
|
209,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
217,597
|
|
|
|
207,002
|
|
|
|
210,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
73
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net income (loss)
|
|
$
|
170,766
|
|
|
$
|
(1,166,031
|
)
|
|
$
|
132,074
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(70,293
|
)
|
|
|
(104,771
|
)
|
|
|
140,986
|
|
Change in fair market value of derivative instruments, net of tax
|
|
|
(1,742
|
)
|
|
|
143
|
|
|
|
(17,017
|
)
|
Actuarial gains (loss), net of tax
|
|
|
(7,751
|
)
|
|
|
(3,738
|
)
|
|
|
5,275
|
|
Prior service cost, net of tax
|
|
|
342
|
|
|
|
(13
|
)
|
|
|
(39
|
)
|
Amortization of loss on hedge arrangements, net of tax
|
|
|
4,534
|
|
|
|
3,950
|
|
|
|
1,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
95,856
|
|
|
$
|
(1,270,460
|
)
|
|
$
|
262,515
|
|
Comprehensive income (loss) attributable to noncontrolling
interests
|
|
|
1,926
|
|
|
|
(819
|
)
|
|
|
(1,818
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to Jabil Circuit, Inc
|
|
$
|
93,930
|
|
|
$
|
(1,269,641
|
)
|
|
$
|
264,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
74
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
(in
thousands, except for share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jabil Circuit, Inc. Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
Earnings/
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Par
|
|
|
Paid-in
|
|
|
(Accumulated
|
|
|
Comprehensive
|
|
|
Treasury
|
|
|
Noncontrolling
|
|
|
Total
|
|
|
|
Outstanding
|
|
|
Value
|
|
|
Capital
|
|
|
Deficit)
|
|
|
Income
|
|
|
Stock
|
|
|
Interests
|
|
|
Equity
|
|
|
Balance at August 31, 2007
|
|
|
204,574,679
|
|
|
$
|
212
|
|
|
$
|
1,340,687
|
|
|
$
|
1,131,403
|
|
|
$
|
170,960
|
|
|
$
|
(200,251
|
)
|
|
$
|
8,682
|
|
|
$
|
2,451,693
|
|
Shares issued upon exercise of stock options
|
|
|
652,300
|
|
|
|
2
|
|
|
|
5,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,930
|
|
Shares issued under employee stock purchase plan
|
|
|
824,498
|
|
|
|
1
|
|
|
|
10,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,547
|
|
Exchange of share-based compensation awards in connection with
business combination.
|
|
|
|
|
|
|
|
|
|
|
(140
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(140
|
)
|
Issuance and vesting of restricted stock awards
|
|
|
484,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of treasury stock under employee stock plans
|
|
|
(156,037
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,435
|
)
|
|
|
|
|
|
|
(2,435
|
)
|
Recognition of stock-based compensation (note 11)
|
|
|
|
|
|
|
|
|
|
|
36,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,833
|
|
Tax benefit of options exercised
|
|
|
|
|
|
|
|
|
|
|
12,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,524
|
|
Declared dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(58,813
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(58,813
|
)
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133,892
|
|
|
|
130,441
|
|
|
|
|
|
|
|
|
|
|
|
264,333
|
|
Adoption of new income tax guidance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,935
|
|
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,818
|
)
|
|
|
(1,818
|
)
|
Foreign currency adjustments attributable to noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
540
|
|
|
|
540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at August 31, 2008
|
|
|
206,380,171
|
|
|
$
|
215
|
|
|
$
|
1,406,378
|
|
|
$
|
1,210,417
|
|
|
$
|
301,401
|
|
|
$
|
(202,686
|
)
|
|
$
|
7,404
|
|
|
$
|
2,723,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued upon exercise of stock options
|
|
|
1,160
|
|
|
|
|
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66
|
|
Shares issued under employee stock purchase plan (note 11)
|
|
|
1,248,314
|
|
|
|
1
|
|
|
|
7,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,354
|
|
Exchange of share-based compensation awards in connection with
business combination.
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
Issuance and vesting of restricted stock awards
|
|
|
502,376
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Purchases of treasury stock under employee stock plans
|
|
|
(109,180
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(855
|
)
|
|
|
|
|
|
|
(855
|
)
|
Recognition of stock-based compensation (note 11)
|
|
|
|
|
|
|
|
|
|
|
42,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,249
|
|
Tax benefit of options exercised
|
|
|
|
|
|
|
|
|
|
|
(860
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(860
|
)
|
Cumulative effect of change in accounting principle (note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(836
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(836
|
)
|
Declared dividends (note 11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(58,069
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(58,069
|
)
|
Comprehensive (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,165,212
|
)
|
|
|
(104,429
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,269,641
|
)
|
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(819
|
)
|
|
|
(819
|
)
|
Foreign currency adjustments attributable to noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
662
|
|
|
|
662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at August 31, 2009
|
|
|
208,022,841
|
|
|
$
|
217
|
|
|
$
|
1,455,214
|
|
|
$
|
(13,700
|
)
|
|
$
|
196,972
|
|
|
$
|
(203,541
|
)
|
|
$
|
7,247
|
|
|
$
|
1,442,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued upon exercise of stock options (note 11)
|
|
|
114,135
|
|
|
|
1
|
|
|
|
1,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,546
|
|
Shares issued under employee stock purchase plan (note 11)
|
|
|
1,127,017
|
|
|
|
1
|
|
|
|
9,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,198
|
|
Issuance and vesting of restricted stock awards (note 11)
|
|
|
1,584,964
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Purchases of treasury stock under employee stock plans
|
|
|
(351,968
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,505
|
)
|
|
|
|
|
|
|
(5,505
|
)
|
Recognition of stock-based compensation (note 11)
|
|
|
|
|
|
|
|
|
|
|
104,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,783
|
|
Tax benefit of options exercised
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
Declared dividends (note 11)
|
|
|
|
|
|
|
|
|
|
|
(29,260
|
)
|
|
|
(31,837
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61,097
|
)
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
168,840
|
|
|
|
(74,910
|
)
|
|
|
|
|
|
|
|
|
|
|
93,930
|
|
Capital contribution from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,386
|
|
|
|
5,386
|
|
Net gain attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,926
|
|
|
|
1,926
|
|
Foreign currency adjustments attributable to noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
167
|
|
|
|
167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at August 31, 2010
|
|
|
210,496,989
|
|
|
$
|
220
|
|
|
$
|
1,541,507
|
|
|
$
|
123,303
|
|
|
$
|
122,062
|
|
|
$
|
(209,046
|
)
|
|
$
|
14,726
|
|
|
$
|
1,592,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
75
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
170,766
|
|
|
$
|
(1,166,031
|
)
|
|
$
|
132,074
|
|
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
283,284
|
|
|
|
291,997
|
|
|
|
276,311
|
|
Recognition of deferred grant proceeds
|
|
|
(1,955
|
)
|
|
|
(82
|
)
|
|
|
(13
|
)
|
Amortization on loss of hedge arrangement
|
|
|
3,950
|
|
|
|
3,950
|
|
|
|
2,034
|
|
Amortization of bond issuance costs and discount
|
|
|
3,696
|
|
|
|
1,473
|
|
|
|
894
|
|
Loss on early extinguishment of debt
|
|
|
|
|
|
|
10,522
|
|
|
|
|
|
Recognition of stock-based compensation
|
|
|
104,609
|
|
|
|
44,026
|
|
|
|
36,404
|
|
Deferred income taxes
|
|
|
2,331
|
|
|
|
102,375
|
|
|
|
(68,245
|
)
|
Restructuring and impairment charges
|
|
|
8,217
|
|
|
|
51,894
|
|
|
|
54,810
|
|
Goodwill impairment charges
|
|
|
|
|
|
|
1,022,821
|
|
|
|
|
|
Provision (recovery) of allowance for doubtful accounts and
notes receivables
|
|
|
(880
|
)
|
|
|
12,685
|
|
|
|
(443
|
)
|
Excess tax (benefit) shortage from options exercised
|
|
|
(132
|
)
|
|
|
921
|
|
|
|
(12,524
|
)
|
Loss (gain) on sale of property
|
|
|
4,809
|
|
|
|
(45
|
)
|
|
|
1,883
|
|
Loss on disposal of subsidiaries
|
|
|
18,671
|
|
|
|
|
|
|
|
|
|
Change in operating assets and liabilities, exclusive of net
assets acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
|
(247,133
|
)
|
|
|
169,741
|
|
|
|
(60,788
|
)
|
Inventories
|
|
|
(969,348
|
)
|
|
|
283,816
|
|
|
|
(27,602
|
)
|
Prepaid expenses and other current assets
|
|
|
(143,639
|
)
|
|
|
40,950
|
|
|
|
(45,541
|
)
|
Other assets
|
|
|
448
|
|
|
|
(7,604
|
)
|
|
|
(42,185
|
)
|
Accounts payable and accrued expenses
|
|
|
1,172,770
|
|
|
|
(292,671
|
)
|
|
|
120,891
|
|
Income taxes payable
|
|
|
16,946
|
|
|
|
(13,429
|
)
|
|
|
52,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
427,410
|
|
|
|
557,309
|
|
|
|
420,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes receivable from sale
|
|
|
(24,972
|
)
|
|
|
|
|
|
|
|
|
Proceeds from disposal of subsidiaries, net of cash
|
|
|
(27,140
|
)
|
|
|
|
|
|
|
|
|
Cash paid for business and intangible asset acquisitions, net of
cash acquired
|
|
|
|
|
|
|
(4,176
|
)
|
|
|
(58,243
|
)
|
Acquisition of property, plant and equipment
|
|
|
(398,425
|
)
|
|
|
(292,238
|
)
|
|
|
(337,502
|
)
|
Proceeds from sale of property, plant and equipment
|
|
|
10,280
|
|
|
|
10,239
|
|
|
|
11,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(440,257
|
)
|
|
|
(286,175
|
)
|
|
|
(384,720
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under debt agreements
|
|
|
4,391,479
|
|
|
|
4,301,474
|
|
|
|
4,550,460
|
|
Payments toward debt agreements and capital lease obligations
|
|
|
(4,440,914
|
)
|
|
|
(4,427,081
|
)
|
|
|
(4,427,688
|
)
|
Dividends paid to stockholders
|
|
|
(59,869
|
)
|
|
|
(59,583
|
)
|
|
|
(58,634
|
)
|
Financing related costs
|
|
|
|
|
|
|
(9,300
|
)
|
|
|
|
|
Bond issuance costs
|
|
|
|
|
|
|
(7,067
|
)
|
|
|
(5,702
|
)
|
Net proceeds from exercise of stock options and issuance of
common stock under employee stock purchase plan
|
|
|
10,744
|
|
|
|
7,420
|
|
|
|
16,475
|
|
Treasury stock minimum tax withholding
|
|
|
(5,505
|
)
|
|
|
(855
|
)
|
|
|
(2,435
|
)
|
Net proceeds from issuance of ordinary shares of certain
subsidiaries
|
|
|
586
|
|
|
|
|
|
|
|
|
|
Bank overdraft of subsidiary
|
|
|
3,067
|
|
|
|
|
|
|
|
|
|
Excess tax benefit (shortage) of options exercised
|
|
|
132
|
|
|
|
(921
|
)
|
|
|
12,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(100,280
|
)
|
|
|
(195,913
|
)
|
|
|
85,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
(18,816
|
)
|
|
|
28,128
|
|
|
|
(10,984
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(131,943
|
)
|
|
|
103,349
|
|
|
|
109,298
|
|
Cash and cash equivalents at beginning of fiscal year
|
|
|
876,272
|
|
|
|
772,923
|
|
|
|
663,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of fiscal year
|
|
$
|
744,329
|
|
|
$
|
876,272
|
|
|
$
|
772,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid, net of capitalized interest
|
|
$
|
73,423
|
|
|
$
|
81,641
|
|
|
$
|
84,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid, net of refunds received
|
|
$
|
57,656
|
|
|
$
|
73,302
|
|
|
$
|
42,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
76
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
|
|
1.
|
Description
of Business and Summary of Significant Accounting
Policies
|
Jabil Circuit, Inc. (together with its subsidiaries, herein
referred to as the Company) is an independent
provider of electronic manufacturing services and solutions. The
Company provides comprehensive electronics design, production,
product management and aftermarket services to companies in the
aerospace, automotive, computing, consumer, defense, industrial,
instrumentation, medical, networking, peripherals, solar,
storage and telecommunications industries. The Companys
services combine a highly automated, continuous flow
manufacturing approach with advanced electronic design and
design for manufacturability technologies. The Company is
headquartered in St. Petersburg, Florida and has manufacturing
operations in the Americas, Europe and Asia.
Significant accounting policies followed by the Company are as
follows:
|
|
a.
|
Principles
of Consolidation and Basis of Presentation
|
The consolidated financial statements include the accounts and
operations of the Company, and its wholly-owned and
majority-owned subsidiaries. All significant inter-company
balances and transactions have been eliminated in preparing the
consolidated financial statements. In the opinion of management,
all adjustments (consisting primarily of normal recurring
accruals) necessary to present fairly the information have been
included. Certain amounts in the prior periods financial
statements have been reclassified to conform to current period
presentation.
|
|
b.
|
Use of
Accounting Estimates
|
Management is required to make estimates and assumptions during
the preparation of the consolidated financial statements and
accompanying notes in conformity with U.S. generally
accepted accounting principles (U.S. GAAP).
These estimates and assumptions affect the reported amounts of
assets and liabilities and the disclosure of contingent assets
and liabilities at the dates of the consolidated financial
statements. They also affect the reported amounts of net income
(loss). Actual results could differ materially from these
estimates and assumptions.
|
|
c.
|
Cash
and Cash Equivalents
|
The Company considers all highly liquid instruments with
original maturities of 90 days or less to be cash
equivalents for consolidated financial statement purposes. Cash
equivalents consist of investments in money market funds,
municipal bonds and commercial paper with original maturities of
90 days or less. At August 31, 2010 and 2009 there
were $55.0 million and $96.6 million of cash
equivalents outstanding, respectively. Management considers the
carrying value of cash and cash equivalents to be a reasonable
approximation of market value given the short-term nature of
these financial instruments.
Inventories are stated at the lower of cost (the first in, first
out (FIFO) method for manufacturing operations and the average
method for aftermarket services operations) or market.
77
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
|
|
e.
|
Property,
Plant and Equipment, net
|
Property, plant and equipment is capitalized at cost and
depreciated using the straight-line depreciation method over the
estimated useful lives of the respective assets. Estimated
useful lives for major classes of depreciable assets are as
follows:
|
|
|
Asset Class
|
|
Estimated Useful Life
|
|
Buildings
|
|
35 years
|
Leasehold improvements
|
|
Shorter of lease term or useful life of the improvement
|
Machinery and equipment
|
|
5 to 10 years
|
Furniture, fixtures and office equipment
|
|
5 years
|
Computer hardware and software
|
|
3 to 7 years
|
Transportation equipment
|
|
3 years
|
Certain equipment held under capital leases is classified as
property, plant and equipment and the related obligation is
recorded as long-term lease obligations on the Consolidated
Balance Sheets. Amortization of assets held under capital leases
is included in depreciation expense in the Consolidated
Statements of Operations. Maintenance and repairs are expensed
as they are incurred. The cost and related accumulated
depreciation of assets sold or retired are removed from the
accounts and any resulting gain or loss is reflected in the
Consolidated Statements of Operations as a component of
operating income (loss).
|
|
f.
|
Goodwill
and Other Intangible Assets
|
The Company accounts for goodwill in a purchase business
combination as the excess of the cost over the fair value of net
assets acquired. Business combinations can also result in other
intangible assets being recognized. Amortization of intangible
assets, if applicable, occurs over the estimated useful life of
the asset. The Company tests goodwill for impairment at least
annually or more frequently under certain circumstances, using a
two-step method. The Company conducts this review during the
fourth quarter of each fiscal year absent any triggering events.
Furthermore, identifiable intangible assets that are determined
to have indefinite useful economic lives are not amortized, but
are separately tested for impairment at least annually, using a
one-step fair value based approach or when certain indicators of
impairment are present.
|
|
g.
|
Impairment
of Long-lived Assets
|
Long-lived assets, such as property and equipment, and purchased
intangibles subject to amortization, are reviewed for impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
Recoverability of the asset is measured by comparison of its
carrying amount to undiscounted future net cash flows the asset
is expected to generate. If the carrying amount of an asset is
not recoverable, the Company recognizes an impairment loss based
on the excess of the carrying amount of the long-lived asset
over its respective fair value which is generally determined as
the present value of estimated future cash flows or as the
appraised value.
The Companys net revenue is principally from the product
sales of electronic equipment built to customer specifications.
The Company also derives revenue to a lesser extent from
aftermarket services, design services and excess inventory
sales. Revenue from product sales and excess inventory sales is
generally recognized, net of estimated product return costs,
when goods are shipped; title and risk of ownership have passed;
the price to the buyer is fixed or determinable; and
recoverability is reasonably assured. Aftermarket service
related revenue is recognized upon completion of the services.
Design service related revenue is generally recognized upon
completion and acceptance by the respective customer. The
Company assumes no significant obligations after product
shipment. Taxes that are collected from the Companys
customers and remitted to governmental authorities are presented
in the Companys Consolidated Statement of Operations on a
net basis.
78
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
Accounts receivable consist of trade receivables, note
receivables and miscellaneous receivables. The Company maintains
an allowance for doubtful accounts for estimated losses
resulting from the inability of its customers to make required
payments. Bad debts are charged to this allowance after all
attempts to collect the balance are exhausted. Allowances of
$13.9 million and $15.5 million were recorded at
August 31, 2010 and 2009, respectively. As the financial
condition and circumstances of the Companys customers
change, adjustments to the allowance for doubtful accounts are
made as necessary.
Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in the tax
rate is recognized in income in the period that includes the
enactment date of the rate change. The Company records a
valuation allowance to reduce its deferred tax assets to the
amount that is more likely than not to be realized. The Company
has considered future taxable income and ongoing feasible tax
planning strategies in assessing the need for the valuation
allowance.
|
|
k.
|
Earnings
(Loss) Per Share
|
The following table sets forth the calculation of basic and
diluted earnings (loss) per share (in thousands, except per
share data).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Jabil Circuit, Inc
|
|
$
|
168,840
|
|
|
$
|
(1,165,212
|
)
|
|
$
|
133,892
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic and diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
209,418
|
|
|
|
207,002
|
|
|
|
205,275
|
|
Share-based payment awards classified as participating securities
|
|
|
4,914
|
|
|
|
|
|
|
|
4,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings (loss) per share
|
|
|
214,332
|
|
|
|
207,002
|
|
|
|
209,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive common shares issuable under the employee stock
purchase plan and upon exercise of stock options and stock
appreciation rights
|
|
|
215
|
|
|
|
|
|
|
|
620
|
|
Dilutive unvested non-participating restricted stock awards
|
|
|
3,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings (loss) per share
|
|
|
217,597
|
|
|
|
207,002
|
|
|
|
210,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.79
|
|
|
$
|
(5.63
|
)
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.78
|
|
|
$
|
(5.63
|
)
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the fiscal year ended August 31, 2010, options to
purchase 6,207,985 shares of common stock and 7,997,567
stock appreciation rights, respectively, were excluded from the
computation of diluted earnings per share as their effect would
have been anti-dilutive.
For the fiscal year ended August 31, 2009, no potential
common shares relating to stock-based compensation awards have
been included in the computation of diluted earnings per share
as a result of the Companys net losses for the fiscal
year. The Company excluded from the computation of diluted
earnings per share 13,862,160 common
79
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
share equivalents, which consist of stock options and restricted
stock awards, and 8,005,799 stock appreciation rights.
For the fiscal year ended August 31, 2008, options to
purchase 7,215,482 shares of common stock were outstanding
during the respective periods 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 have been anti-dilutive. 2,874,372 shares of
performance-based, unvested common stock awards granted were not
included in the calculation of earnings per share for the fiscal
year ended August 31, 2008 because all the necessary
conditions for vesting have not been satisfied. In addition, for
the fiscal year ended August 31, 2008, 7,990,732 stock
appreciation rights were not included in the calculation of
diluted earnings per share because the shares considered
repurchased with assumed proceeds were greater than the shares
issuable or the exercise price was greater than the average
market price; therefore, their effect would have been
anti-dilutive.
|
|
l.
|
Foreign
Currency Transactions
|
For the Companys foreign subsidiaries that use a currency
other than the U.S. dollar as their functional currency,
the assets and liabilities are translated at exchange rates in
effect at the balance sheet date, and revenues and expenses are
translated at the average exchange rate for the period. The
effects of these translation adjustments are reported in other
comprehensive income. Gains and losses arising from transactions
denominated in a currency other than the functional currency of
the entity involved and remeasurement adjustments for foreign
operations where the U.S. dollar is the functional currency
are included in operating income.
|
|
m.
|
Fair
Value of Financial Instruments
|
The Company discloses a fair-value hierarchy of inputs used to
value an asset or a liability. The three levels of the
fair-value hierarchy include: Level 1 quoted
market prices in active markets for identical assets and
liabilities; Level 2 inputs other than quoted
market prices included in Level 1 above that are observable
for the asset or liability, either directly or indirectly; and
Level 3 unobservable inputs for the asset or
liability.
None of the Companys financial assets or liabilities are
currently measured at fair value using significant unobservable
inputs. The carrying amounts of cash and cash equivalents, trade
accounts receivable, income taxes receivable, accounts payable,
accrued expenses and income taxes payable approximate fair value
because of the short-term nature of these financial instruments.
Refer to Note 7 Notes Payable, Long-Term
Debt and Long-Term Lease Obligations,
Note 8 Postretirement and Other Employee
Benefits, Note 13 Derivative
Financial Instruments and Hedging Activities and
Note 14 Loss on Disposal of
Subsidiaries for disclosure surrounding the fair value of
the Companys debt obligations, pension plan assets,
derivative financial instruments and notes receivable,
respectively.
|
|
n.
|
Stock-Based
Compensation
|
The Company recognizes compensation expense, reduced for
estimated forfeitures, on a straight-line basis over the
requisite service period of the award, which is generally the
vesting period for outstanding stock awards. The Company
recorded $104.6 million, $44.0 million, and
$36.4 million of gross stock-based compensation expense,
which is included in selling, general and administrative
expenses in the Consolidated Statements of Operations for the
fiscal years ended August 31, 2010, 2009 and 2008,
respectively. The Company recorded tax effects related to the
stock-based compensation expense of $1.9 million,
$0.9 million, and $5.8 million which is included in
income tax expense in the Consolidated Statements of Operations
for the fiscal years ended August 31, 2010, 2009 and 2008,
respectively. Included in the compensation expense recognized by
the Company is $4.1 million, $4.8 million and
$4.0 million related to the Companys employee stock
purchase plan (ESPP) in fiscal years 2010, 2009 and
2008, respectively. The Company capitalizes stock-based
compensation costs related to awards granted to employees whose
compensation costs are directly attributable to the cost of
inventory. At August 31, 2010 and 2009, $0.2 million
and $0.3 million, respectively of stock-based compensation
costs were classified as inventories on the Consolidated Balance
Sheets.
80
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
Cash received from exercises under all share-based payment
arrangements, including the Companys ESPP, for the fiscal
year ended August 31, 2010, 2009 and 2008 was
$10.7 million, $7.4 million, and $16.5 million,
respectively. The proceeds for the fiscal year ended
August 31, 2010 and 2009 were offset by $5.5 million
and $0.9 million, respectively, of restricted shares
withheld by the Company to satisfy the minimum amount of its
income tax withholding requirements. The market value of the
restricted shares withheld was determined on the date that the
restricted shares vested and resulted in the withholding of
351,968 shares and 109,180 shares of the
Companys common stock during the 12 months ending
August 31, 2010 and 2009, respectively. The amounts have
been classified as treasury stock on the Consolidated Balance
Sheets. The Company currently expects to satisfy share-based
awards with registered shares available to be issued.
See Note 11 Stockholders
Equity for further discussion of stock-based compensation
expense.
|
|
o.
|
Comprehensive
Income (Loss)
|
Comprehensive income is the changes in equity of an enterprise
except those resulting from stockholder transactions.
Accumulated other comprehensive income (loss) consists of the
following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Foreign currency translation adjustment
|
|
$
|
168,413
|
|
|
$
|
238,706
|
|
Fair market value of derivative instruments, net of tax
|
|
|
(25,806
|
)
|
|
|
(24,064
|
)
|
Amortization of loss on hedge arrangements, net of tax
|
|
|
9,720
|
|
|
|
5,186
|
|
Actuarial loss, net of tax
|
|
|
(30,398
|
)
|
|
|
(22,647
|
)
|
Prior service cost, net of tax
|
|
|
133
|
|
|
|
(209
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
122,062
|
|
|
$
|
196,972
|
|
|
|
|
|
|
|
|
|
|
The actuarial loss and prior service cost recorded to
accumulated other comprehensive income at August 31, 2010
are net of a tax benefit of $2.5 million and $46.0
thousand, respectively. The actuarial loss and prior service
cost recorded to accumulated other comprehensive income at
August 31, 2009 are net of a tax benefit of
$2.6 million and $0.3 million, respectively. The cash
flow hedge mark to market adjustment and related amortization of
loss on hedge arrangements recorded to accumulated other
comprehensive income during the fiscal years ended
August 31, 2010 and 2009 is net of tax benefits of
$14.6 million and $14.7 million, respectively.
|
|
p.
|
Derivative
Instruments
|
All derivative instruments are recorded on the balance sheets at
their respective fair values. The Company does not intend to use
derivative financial instruments for speculative purposes.
Generally, if a derivative instrument is designated as a cash
flow hedge, the change in the fair value of the derivative is
recorded in other comprehensive income to the extent the
derivative is effective, and recognized in the statement of
operations when the hedged item affects earnings. If a
derivative instrument is designated as a fair value hedge, the
change in fair value of the derivative and of the hedged item
attributable to the hedged risk are recognized in earnings in
the current period. Changes in fair value of derivatives that
are not designated as hedges are recorded in operations. Refer
to Note 13 Derivative Financial
Instruments and Hedging Activities for further discussion
surrounding the Companys derivative instruments.
|
|
2.
|
Trade
Accounts Receivable Securitization and Sale Programs
|
|
|
a.
|
Asset-Backed
Securitization Program
|
In February 2004, the Company entered into an asset-backed
securitization program with a bank, which originally provided
for net cash proceeds at any one time of an amount up to
$100.0 million on the sale of eligible
81
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
trade accounts receivable of certain foreign and domestic
operations. Subsequent to fiscal year 2004, several amendments
adjusted the net cash proceeds available at any one time under
the securitization program to an amount of $270.0 million.
The securitization program is accounted for as a sale. Under the
agreement, the Company continuously sells a designated pool of
trade accounts receivable to a wholly-owned subsidiary, which in
turn sells an ownership interest in the receivables to a
conduit, administered by an unaffiliated financial institution.
This wholly-owned subsidiary is a separate bankruptcy-remote
entity and its assets would be available first to satisfy the
creditor claims of the conduit. As the receivables sold are
collected, the Company is able to sell additional receivables up
to the maximum permitted amount under the program. The
securitization program requires compliance with several
financial covenants including an interest coverage ratio and
debt to EBITDA ratio, as defined in the securitization
agreement, as amended. The securitization agreement, as amended
on March 17, 2010, expires on March 16, 2011.
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 trade accounts receivable on the Consolidated Balance
Sheets and are reflected as cash provided by operating
activities on the Consolidated Statements of Cash Flows. The
Company is assessed a fee on the unused portion of the facility
of 0.575% per annum based on the average daily unused aggregate
capital during the period. Further, a usage fee on the utilized
portion of the facility is equal to LIBOR plus 1.15% per annum
(inclusive of the unused fee) on the average daily outstanding
aggregate capital during the immediately preceding calendar
month. The investors and the securitization conduit have no
recourse to the Companys assets for failure of debtors to
pay when due.
The Company continues servicing the receivables sold. No
servicing asset is recorded at the time of sale because the
Company does not receive any servicing fees from third parties
or other income related to servicing the receivables. The
Company does not record any servicing liability at the time of
sale as the receivable collection period is relatively short and
the costs of servicing the receivables sold over the servicing
period are not significant. Servicing costs are recognized as
incurred over the servicing period.
At August 31, 2010, the Company had sold
$419.8 million of eligible trade accounts receivable, which
represents the face amount of total outstanding receivables at
that date. In exchange, the Company received cash proceeds of
$194.7 million and retained an interest in the receivables
of approximately $225.1 million. In connection with the
securitization program, the Company recognized pretax losses on
the sale of receivables of approximately $3.6 million,
$5.3 million and $11.9 million during the fiscal years
ended August 31, 2010, 2009 and 2008, respectively, which
are recorded in other expense in the Consolidated Statements of
Operations.
|
|
b.
|
Foreign
Asset-Backed Securitization Program
|
In April 2008, the Company entered into an asset-backed
securitization program with a bank conduit which originally
provided for net borrowings available at any one time of an
amount up to $200.0 million. Subsequent to fiscal year
2008, certain amendments have adjusted the net borrowing
available at any one time to $100.0 million. In connection
with the securitization program certain of its foreign
subsidiaries sell, on an ongoing basis, an undivided interest in
designated pools of trade accounts receivable to a special
purpose entity, which in turn borrows up to $100.0 million
from the bank conduit to purchase those receivables and in which
it grants security interests as collateral for the borrowings.
The securitization program is accounted for as a borrowing. The
loan balance is calculated based on the terms of the
securitization program agreements. The securitization program
requires compliance with several covenants including a
limitation on certain corporate actions such as mergers,
consolidations and sale of substantially all assets. The Company
pays interest at designated commercial paper rates plus a
spread. The securitization program, as amended on March 18,
2010, expires on March 17, 2011.
At August 31, 2010 and 2009, the Company had
$71.4 million and $125.3 million, respectively, of
debt outstanding under the program. In addition, the Company
incurred interest expense of $2.1 million,
$3.9 million and $2.8 million recorded in the
Consolidated Statements of Operations during the 12 months
ended August 31, 2010, 2009 and 2008, respectively.
82
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
|
|
c.
|
Trade
Accounts Receivable Factoring Agreements
|
In October 2004, the Company entered into an agreement with an
unrelated third-party for the factoring of specific trade
accounts receivable of a foreign subsidiary. The factoring of
trade accounts receivable under this agreement is accounted for
as a sale. Under the terms of the factoring agreement, the
Company transfers ownership of eligible trade accounts
receivable without recourse to the third-party purchaser in
exchange for cash. Proceeds on the transfer reflect the face
value of the account less a discount. The discount is recorded
as a loss in the Consolidated Statements of Operations in the
period of the sale. The factoring agreement was extended in
March 2010 and expires on September 30, 2010.
The receivables sold pursuant to this factoring agreement are
excluded from trade accounts receivable on the Consolidated
Balance Sheets and are reflected as cash provided by operating
activities on the Consolidated Statements of Cash Flows. The
Company continues to service, administer and collect the
receivables sold under this program. The third-party purchaser
has no recourse to the Companys assets for failure of
debtors to pay when due.
At August 31, 2010, the Company had sold $14.3 million
of trade accounts receivable, which represents the face amount
of total outstanding receivables at that date. In exchange, the
Company received cash proceeds of $14.2 million. The
resulting loss on the sale of trade accounts receivable sold
under this factoring agreement was $0.1 million,
$0.1 million, and $0.2 million for the fiscal years
ended August 31, 2010, 2009 and 2008, respectively.
In July 2007 and August 2009, the Company entered into separate
agreements with unrelated third parties (the
Purchasers) for the factoring of specific trade
accounts receivable of another foreign subsidiary. The factoring
of trade accounts receivable under these agreements did not meet
the criteria for recognition as a sale. Under the terms of the
agreements, the Company transferred ownership of eligible trade
accounts receivable to the Purchasers in exchange for cash;
however, as the transaction did not qualify as a sale, the
relating trade accounts receivable were included in the
Companys Consolidated Balance Sheets until the cash was
received by the Purchasers from the Companys customer for
the trade accounts receivable. This program was transferred in
connection with the Companys divestiture of its French and
Italian subsidiaries, and therefore, no liability is recorded on
the Consolidated Balance Sheets at August 31, 2010. The
Company had an outstanding liability of approximately
$1.5 million on the Consolidated Balance Sheets at
August 31, 2009 related to these agreements.
|
|
d.
|
Trade
Accounts Receivable Sale Programs
|
In May 2010, the Company entered into an uncommitted accounts
receivable sale agreement with a bank which allows the Company
and certain of its subsidiaries to elect to sell and the bank to
elect to purchase at a discount, on an ongoing basis, up to a
maximum of $150.0 million of specific trade accounts
receivable at any one time. The program is accounted for as a
sale. Net receivables sold under this program are excluded from
trade accounts receivable on the Consolidated Balance Sheets and
are reflected as cash provided by operating activities on the
Consolidated Statements of Cash Flows. The Company paid an
arrangement fee upon the initial sale and pays a transaction fee
each month over the term of the agreement which fees are
recorded to other expense in the Consolidated Statements of
Operations. The sale program expires on May 25, 2011.
In August 2010, the Company entered into an additional
uncommitted accounts receivable sale agreement with a bank which
allows the Company and certain of its subsidiaries to elect to
sell and the bank to elect to purchase at a discount, on an
ongoing basis, up to a maximum of $75.0 million of specific
trade accounts receivable at any one time. The program is
accounted for as a sale. Net receivables sold under this program
are excluded from trade accounts receivable on the Consolidated
Balance Sheets and are reflected as cash provided by operating
activities on the Consolidated Statements of Cash Flows. The
sale program expires on August 24, 2011.
The Company continues servicing the receivables sold under each
trade accounts receivable sale programs. No servicing asset or
liability is recorded at the time of sale as the Company has
determined the servicing fee earned is at a market rate.
Servicing costs are recognized as incurred over the servicing
period.
At August 31, 2010, the Company had sold
$301.6 million of trade accounts receivable under these
programs. In exchange, the Company received cash proceeds of
$301.4 million. The resulting loss on the sale of trade
accounts
83
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
receivable was $0.2 million for the fiscal year ended
August 31, 2010, which was recorded to other expense in the
Consolidated Statements of Operations.
Inventories consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Raw materials
|
|
$
|
1,509,886
|
|
|
$
|
878,739
|
|
Work in process
|
|
|
390,069
|
|
|
|
208,266
|
|
Finished goods
|
|
|
194,180
|
|
|
|
139,651
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,094,135
|
|
|
$
|
1,226,656
|
|
|
|
|
|
|
|
|
|
|
Income tax expense amounted to $76.5 million,
$160.9 million, and $25.1 million for the fiscal years
ended August 31, 2010, 2009 and 2008, respectively (an
effective rate of 30.9%, (16.0)%, and 16.0%, respectively). The
actual expense differs from the expected tax
(benefit) expense (computed by applying the U.S. federal
corporate tax rate of 35% to income (loss) before income taxes
and minority interest) as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Computed expected tax expense (benefit)
|
|
$
|
86,543
|
|
|
$
|
(351,797
|
)
|
|
$
|
55,018
|
|
State taxes, net of federal benefit
|
|
|
(1,557
|
)
|
|
|
(7,134
|
)
|
|
|
863
|
|
Federal effect of state net operating losses and tax credits
|
|
|
215
|
|
|
|
454
|
|
|
|
88
|
|
Impact of foreign tax rates
|
|
|
(63,450
|
)
|
|
|
64,637
|
|
|
|
(58,756
|
)
|
Permanent impact of non-deductible cost
|
|
|
9,116
|
|
|
|
12,214
|
|
|
|
18,205
|
|
Income tax credits
|
|
|
(7,863
|
)
|
|
|
39
|
|
|
|
(6,466
|
)
|
Changes in tax rates on deferred tax assets and liabilities
|
|
|
5,020
|
|
|
|
24,123
|
|
|
|
1,521
|
|
Valuation allowance
|
|
|
19,474
|
|
|
|
307,938
|
|
|
|
3,673
|
|
Equity compensation
|
|
|
9,317
|
|
|
|
7,501
|
|
|
|
6,168
|
|
Impact of intercompany charges
|
|
|
25,748
|
|
|
|
19,271
|
|
|
|
9,290
|
|
Non-taxable income
|
|
|
(179
|
)
|
|
|
(800
|
)
|
|
|
(7,797
|
)
|
Permanent impact of non-deductible goodwill
|
|
|
|
|
|
|
94,562
|
|
|
|
|
|
Other, net
|
|
|
(5,883
|
)
|
|
|
(10,110
|
)
|
|
|
3,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$
|
76,501
|
|
|
$
|
160,898
|
|
|
$
|
25,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
30.9
|
%
|
|
|
(16.0
|
)%
|
|
|
16.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The domestic and foreign components of income (loss) before
taxes and minority interest were composed of the following for
the fiscal years ended August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
U.S.
|
|
$
|
(115,657
|
)
|
|
$
|
(330,043
|
)
|
|
$
|
(14,322
|
)
|
Foreign
|
|
|
362,924
|
|
|
|
(675,090
|
)
|
|
|
171,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
247,267
|
|
|
$
|
(1,005,133
|
)
|
|
$
|
157,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The components of income taxes for the fiscal years ended
August 31, 2010, 2009 and 2008 were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
Current
|
|
|
Deferred
|
|
|
Total
|
|
|
2010: U.S. Federal
|
|
$
|
5,845
|
|
|
$
|
(2,273
|
)
|
|
$
|
3,572
|
|
U.S. State
|
|
|
2,040
|
|
|
|
97
|
|
|
|
2,137
|
|
Foreign
|
|
|
66,285
|
|
|
|
4,507
|
|
|
|
70,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
74,170
|
|
|
$
|
2,331
|
|
|
$
|
76,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009: U.S. Federal
|
|
$
|
(1,439
|
)
|
|
$
|
71,438
|
|
|
$
|
69,999
|
|
U.S. State
|
|
|
453
|
|
|
|
14,310
|
|
|
|
14,763
|
|
Foreign
|
|
|
59,509
|
|
|
|
16,627
|
|
|
|
76,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
58,523
|
|
|
$
|
102,375
|
|
|
$
|
160,898
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008: U.S. Federal
|
|
$
|
23,029
|
|
|
$
|
(12,747
|
)
|
|
$
|
10,282
|
|
U.S. State
|
|
|
2,537
|
|
|
|
(917
|
)
|
|
|
1,620
|
|
Foreign
|
|
|
66,625
|
|
|
|
(53,408
|
)
|
|
|
13,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
92,191
|
|
|
$
|
(67,072
|
)
|
|
$
|
25,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has been granted tax incentives for its Brazilian,
Chinese, Hungarian, Malaysian, Polish, Singaporean and
Vietnamese subsidiaries. The material tax incentives expire
through 2020 and are subject to certain conditions with which
the Company expects to comply. These subsidiaries generated
income during the fiscal years ended August 31, 2010, 2009
and 2008, resulting in a tax benefit of approximately
$48.3 million ($0.23 per basic share), $25.7 million
($0.12 per basic share) and $48.7 million ($0.24 per basic
share), respectively.
For the year ended August 31, 2010, the Company recorded
$3.3 million of income tax expense related to withholding
taxes on an anticipated repatriation of approximately
$33.0 million between foreign subsidiaries. The Company
does not anticipate any U.S. income taxes on the earnings
repatriation. The one-time repatriation of earnings does not
change the Companys intentions to indefinitely reinvest
the remaining income from its foreign subsidiaries. The
aggregate undistributed earnings of the Companys foreign
subsidiaries for which no deferred tax liability has been
recorded is approximately $800.0 million as of
August 31, 2010. Determination of the amount of
unrecognized deferred tax liability on these undistributed
earnings is not practicable.
85
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax
liabilities are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carry forward
|
|
$
|
193,865
|
|
|
$
|
223,489
|
|
Trade accounts receivable, principally due to allowance for
doubtful accounts
|
|
|
8,265
|
|
|
|
8,652
|
|
Inventories, principally due to reserves and additional costs
inventoried for tax purposes pursuant to the Tax Reform Act of
1986
|
|
|
2,743
|
|
|
|
7,231
|
|
Compensated absences, principally due to accrual for financial
reporting purposes
|
|
|
6,463
|
|
|
|
5,807
|
|
Accrued expenses, principally due to accrual for financial
reporting purposes
|
|
|
34,269
|
|
|
|
56,981
|
|
Property, plant and equipment, principally due to differences in
depreciation and amortization
|
|
|
21,765
|
|
|
|
37,538
|
|
Foreign tax credits
|
|
|
9,737
|
|
|
|
8,744
|
|
Equity compensation U.S.
|
|
|
60,394
|
|
|
|
34,568
|
|
Equity compensation Foreign
|
|
|
6,884
|
|
|
|
5,096
|
|
Cash flow hedges
|
|
|
11,713
|
|
|
|
13,362
|
|
Intangible assets
|
|
|
88,608
|
|
|
|
91,682
|
|
Other
|
|
|
15,196
|
|
|
|
21,149
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred tax assets
|
|
|
459,902
|
|
|
|
514,299
|
|
Less valuation allowance
|
|
|
(375,301
|
)
|
|
|
(433,781
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
84,601
|
|
|
$
|
80,518
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Foreign currency gains and losses
|
|
|
|
|
|
|
257
|
|
Other
|
|
|
12,853
|
|
|
|
7,733
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
$
|
12,853
|
|
|
$
|
7,990
|
|
|
|
|
|
|
|
|
|
|
Net current deferred tax assets were $18.1 million and
$27.0 million at August 31, 2010 and 2009,
respectively, and the net non-current deferred tax assets were
$53.6 million and $45.5 million at August 31,
2010 and 2009, respectively.
The net change in the total valuation allowance for the fiscal
years ended August 31, 2010 and 2009 was
$(58.5) million and $312.8 million, respectively. In
addition, at August 31, 2010, the Company had gross tax
effected net operating loss carry forwards for federal, state
and foreign income tax purposes of approximately
$89.3 million, $11.8 million, and $96.9 million,
respectively, which are available to reduce future taxes, if
any. These net operating loss carry forwards expire through the
year 2029. The Company has gross state tax credits and federal
foreign tax credits of $1.5 million and $9.7 million,
respectively, for state and federal carry forwards, which are
available to reduce future taxes, if any. The state tax credits
expire through the year 2017. Of the federal foreign tax
credits, $2.6 million expire through 2020, and the years of
expiration for the remaining $7.1 million cannot yet be
determined.
Based on the Companys historical operating income (loss),
projection of future taxable income, scheduled reversal of
taxable temporary differences, and tax planning strategies,
management believes that it is more likely than not that the
Company will realize the benefit of its net deferred tax assets,
net of valuation allowances recorded.
86
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
At August 31, 2009, the Company had $79.6 million in
unrecognized tax benefits, the recognition of which would have
an effect of $66.0 million on the effective tax rate under
the current guidance. Through August 31, 2010, the Company
recognized $1.5 million of additional unrecognized tax
benefits, for a total of $78.1 million in unrecognized tax
benefits, the recognition of which would have an effect of
$71.5 million on the effective tax rate under the current
guidance.
A reconciliation of the beginning and ending amount of the
consolidated liability for unrecognized income tax benefits
during the fiscal year ended August 31, 2010 is as follows
(in thousands):
|
|
|
|
|
|
|
Amount
|
|
Balance at August 31, 2009
|
|
$
|
79,576
|
|
Additions for tax positions of prior years
|
|
|
4,931
|
|
Reductions for tax positions of prior years
|
|
|
(11,669
|
)
|
Additions for tax positions related to current year
|
|
|
18,249
|
|
Cash settlements
|
|
|
(3,103
|
)
|
Reductions from lapses in statutes of limitations
|
|
|
(4,184
|
)
|
Reductions from settlements with taxing authorities
|
|
|
(4,450
|
)
|
Foreign exchange rate adjustment
|
|
|
(1,210
|
)
|
|
|
|
|
|
Balance at August 31, 2010
|
|
$
|
78,140
|
|
|
|
|
|
|
Included in the balance of unrecognized tax benefits at
August 31, 2010 and August 31, 2009 is
$4.6 million and $17.5 million, respectively, for
which it is reasonably possible that the total amounts could
significantly change during the next 12 months. These
amounts at August 31, 2010 and August 31, 2009,
primarily relate to possible adjustments for transfer pricing,
tax holidays, and certain inclusions in taxable income, and
include $0.5 million and $3.3 million, respectively,
in possible cash payments, and $4.1 million and
$14.2 million, respectively, related to the settlement of
audits not involving cash payments and the expiration of
applicable statutes of limitation.
The Company or one of its subsidiaries files income tax returns
in the U.S. federal jurisdiction, and various state and
foreign jurisdictions. With few exceptions, the Company is no
longer subject to U.S. federal, state and local, or
non-U.S. income
tax examinations by tax authorities for fiscal years before
August 31, 2003.
The Company records the liability for the unrecognized tax
benefits as a long term income tax liability on the Consolidated
Balance Sheets unless cash settlement is expected in the next
12 months.
The Companys continuing practice is to recognize interest
and penalties related to unrecognized tax benefits in income tax
expense. At August 31, 2009, the Companys accrued
interest and penalties were approximately $8.4 million and
$9.2 million, respectively. Through August 31, 2010,
the Companys accrued interest increased by
$1.3 million and penalties decreased by $0.4 million.
The Internal Revenue Service (IRS) completed its
field examination of the Companys tax returns for the
fiscal years 2003 through 2005 and issued a Revenue Agents
Report (RAR) on April 30, 2010 proposing
adjustments primarily related to: (1) certain costs that
the Company treated as corporate expenses and that the IRS
proposes be charged out to its foreign affiliates and
(2) certain purported intangible values the IRS felt were
transferred to certain of the Companys foreign
subsidiaries free of charge. If the IRS ultimately prevails in
its positions, the Companys additional income tax payment
due for the fiscal years 2003 through 2005 would be
approximately $70.2 million before utilization of any tax
attributes arising in periods subsequent to fiscal year 2005. In
addition, the IRS will likely make similar claims in future
audits with respect to these types of transactions (at this
time, determination of the additional income tax due for these
later years is not practicable). Also, the IRS has proposed
interest and penalties on the Company with respect to fiscal
years 2003 through 2005 and the Company anticipates the IRS may
seek to impose interest and penalties in subsequent years with
respect to the same types of issues.
87
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The Company disagrees with the proposed adjustments and intends
to vigorously contest this matter through applicable IRS and
judicial procedures, as appropriate. As the final resolution of
the proposed adjustments remains uncertain, the Company
continues to provide for the uncertain tax position based on the
more likely than not standards. Accordingly, the Company did not
record any significant additional tax liabilities related to
this RAR on the Consolidated Balance Sheets for the
12 months ended August 31, 2010. While the resolution
of the issues may result in tax liabilities, interest and
penalties, which are significantly higher than the amounts
provided for this matter, management currently believes that the
resolution will not have a material effect on the Companys
financial position or liquidity. Despite this belief, an
unfavorable resolution, particularly if the IRS successfully
asserts similar claims for later years, could have a material
effect on the Companys results of operations and financial
condition (particularly in the quarter in which any adjustment
is recorded or any tax is due or paid).
|
|
5.
|
Property,
Plant and Equipment
|
Property, plant and equipment consists of the following (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Land and improvements
|
|
$
|
98,826
|
|
|
$
|
103,202
|
|
Buildings
|
|
|
571,887
|
|
|
|
592,397
|
|
Leasehold improvements
|
|
|
124,509
|
|
|
|
122,245
|
|
Machinery and equipment
|
|
|
1,365,450
|
|
|
|
1,241,506
|
|
Furniture, fixtures and office equipment
|
|
|
93,049
|
|
|
|
92,840
|
|
Computer hardware and software
|
|
|
355,641
|
|
|
|
337,305
|
|
Transportation equipment
|
|
|
8,244
|
|
|
|
8,457
|
|
Construction in progress
|
|
|
593
|
|
|
|
11,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,618,199
|
|
|
|
2,509,494
|
|
Less accumulated depreciation and amortization
|
|
|
1,166,807
|
|
|
|
1,131,765
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,451,392
|
|
|
$
|
1,377,729
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense of approximately $257.4 million,
$261.0 million, and $239.0 million was recorded for
the fiscal years ended August 31, 2010, 2009 and 2008,
respectively.
During the fiscal year ended August 31, 2010, the Company
did not capitalize any interest related to constructed
facilities. During the fiscal years ended August 31, 2009
and 2008, the Company capitalized approximately $22.0 thousand,
and $4.8 million, respectively, in interest related to
constructed facilities.
Maintenance and repair expense was approximately
$81.8 million, $70.8 million, and $69.6 million
for the fiscal years ended August 31, 2010, 2009 and 2008,
respectively.
|
|
6.
|
Goodwill
and Other Intangible Assets
|
The Company performs a goodwill impairment analysis using the
two-step method on an annual basis and whenever events or
changes in circumstances indicate that the carrying value may
not be recoverable. The recoverability of goodwill is measured
at the reporting unit level, which the Company has determined to
be consistent with its operating segments, by comparing the
reporting units carrying amount, including goodwill, to
the fair market value of the reporting unit. The Company
consistently determines the fair market value of its reporting
units based on an average weighting of both projected discounted
future results and the use of comparative market multiples. 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 loss, if any.
88
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The Company completed its annual impairment test for goodwill
during the fourth quarter of fiscal year 2010 and determined the
fair value of the reporting units is substantially in excess of
the carrying values and that no impairment existed as of the
date of the impairment test.
Based upon a combination of factors, including a significant and
sustained decline in the Companys market capitalization
below the Companys carrying value, the deteriorating
macro-economic environment, which resulted in a significant
decline in customer demand, and the illiquidity in the overall
credit markets, the Company concluded that sufficient indicators
of impairment existed and accordingly performed an interim
goodwill impairment analysis, during the first quarter and again
in the second quarter of fiscal year 2009. As a result of those
analyses, the Company determined that the goodwill related to
the Consumer and EMS reporting units were fully impaired and
recorded a non-cash goodwill impairment charge of approximately
$1.0 billion during the 12 months ended
August 31, 2009. After recognition of the non-cash goodwill
impairment charge, no goodwill remained with either the Consumer
or EMS reporting units.
The following table presents the changes in goodwill allocated
to the Companys reportable segments during the year ended
August 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2009
|
|
|
|
|
|
|
|
|
August 31, 2010
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Gross
|
|
|
Impairment
|
|
|
|
|
|
Currency
|
|
|
Gross
|
|
|
Impairment
|
|
|
|
|
Reportable Segment
|
|
Balance
|
|
|
Balance
|
|
|
Acquisitions
|
|
|
Impact
|
|
|
Balance
|
|
|
Balance
|
|
|
Net Balance
|
|
|
EMS
|
|
$
|
622,414
|
|
|
$
|
(622,414
|
)
|
|
$
|
3,800
|
|
|
$
|
|
|
|
$
|
626,214
|
|
|
$
|
(622,414
|
)
|
|
$
|
3,800
|
|
Consumer
|
|
|
400,407
|
|
|
|
(400,407
|
)
|
|
|
|
|
|
|
|
|
|
|
400,407
|
|
|
|
(400,407
|
)
|
|
|
|
|
AMS
|
|
|
25,120
|
|
|
|
|
|
|
|
|
|
|
|
(465
|
)
|
|
|
24,655
|
|
|
|
|
|
|
|
24,655
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,047,941
|
|
|
$
|
(1,022,821
|
)
|
|
$
|
3,800
|
|
|
$
|
(465
|
)
|
|
$
|
1,051,276
|
|
|
$
|
(1,022,821
|
)
|
|
$
|
28,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the changes in goodwill allocated
to the Companys reportable segments during the fiscal year
ended August 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2009
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Gross
|
|
|
Impairment
|
|
|
|
|
|
Currency
|
|
|
Impairment
|
|
|
Gross
|
|
|
Impairment
|
|
|
|
|
Reportable Segment
|
|
Balance
|
|
|
Balance
|
|
|
Adjustments
|
|
|
Impact
|
|
|
Charge
|
|
|
Balance
|
|
|
Balance
|
|
|
Net Balance
|
|
|
EMS
|
|
$
|
671,616
|
|
|
$
|
|
|
|
$
|
(302
|
)
|
|
$
|
(48,900
|
)
|
|
$
|
(622,414
|
)
|
|
$
|
622,414
|
|
|
$
|
(622,414
|
)
|
|
$
|
|
|
Consumer
|
|
|
423,059
|
|
|
|
|
|
|
|
414
|
|
|
|
(23,066
|
)
|
|
|
(400,407
|
)
|
|
|
400,407
|
|
|
|
(400,407
|
)
|
|
|
|
|
AMS
|
|
|
24,435
|
|
|
|
|
|
|
|
1,385
|
|
|
|
(700
|
)
|
|
|
|
|
|
|
25,120
|
|
|
|
|
|
|
|
25,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,119,110
|
|
|
$
|
|
|
|
$
|
1,497
|
|
|
$
|
(72,666
|
)
|
|
$
|
(1,022,821
|
)
|
|
$
|
1,047,941
|
|
|
$
|
(1,022,821
|
)
|
|
$
|
25,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the third quarter of fiscal year 2010, the Company
acquired a majority interest in a newly formed venture to
provide outsourced manufacturing products that contain some
combination of metal chassis, rack, machine components,
precision metal finishing and electro-mechanical assembly. As a
result of this transaction, the Company has recognized
$3.8 million in additional goodwill, as well as
$4.8 million in noncontrolling interests on the
Consolidated Balance Sheets.
Intangible assets consist primarily of contractual agreements
and customer relationships, which are being amortized on a
straight-line basis over periods of up to 10 years,
intellectual property which is being amortized on a
straight-line basis over a period of up to five years and a
trade name which has an indefinite life. The Company completed
its annual impairment test for its indefinite-lived intangible
asset during the fourth quarter of fiscal year 2010 and
determined that no impairment existed as of the date of the
impairment test. As a result of the impairment indicators
described above, during the first quarter and again in the
second quarter of fiscal year 2009, the Company evaluated its
trade name for impairment by comparing the discounted estimates
of future revenue projections to its carrying value and
determined that there was no impairment. Significant judgments
inherent in this analysis included assumptions regarding
appropriate revenue growth rates, discount rates and royalty
rates. No significant
89
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
residual value is estimated for the amortizable intangible
assets. The value of the Companys intangible assets
purchased through business acquisitions is principally
determined based on valuations of the net assets acquired. The
following tables present the Companys total purchased
intangible assets at August 31, 2010 and August 31,
2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
August 31, 2010
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Contractual agreements and customer relationships
|
|
$
|
83,746
|
|
|
$
|
(43,698
|
)
|
|
$
|
40,048
|
|
Intellectual property
|
|
|
85,166
|
|
|
|
(68,989
|
)
|
|
|
16,177
|
|
Trade names
|
|
|
47,888
|
|
|
|
|
|
|
|
47,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
216,800
|
|
|
$
|
(112,687
|
)
|
|
$
|
104,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
August 31, 2009
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Contractual agreements and customer relationships
|
|
$
|
99,583
|
|
|
$
|
(46,313
|
)
|
|
$
|
53,270
|
|
Intellectual property
|
|
|
83,729
|
|
|
|
(52,459
|
)
|
|
|
31,270
|
|
Trade names
|
|
|
46,628
|
|
|
|
|
|
|
|
46,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
229,940
|
|
|
$
|
(98,772
|
)
|
|
$
|
131,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average amortization period for aggregate net
intangible assets at August 31, 2010 is 7.3 years,
which includes a weighted-average amortization period of
9.5 years for net contractual agreements and customer
relationships and a weighted-average amortization period of
4.8 years for net intellectual property.
Intangible asset amortization for fiscal years 2010, 2009 and
2008 was approximately $25.9 million, $31.0 million,
and $37.3 million, respectively. The decrease in the gross
carrying amount of the Companys purchased intangible
assets at August 31, 2010 was primarily the result of the
write-off of certain fully amortized intangible assets. The
estimated future amortization expense is as follows (in
thousands):
|
|
|
|
|
Fiscal Year Ending August 31,
|
|
Amount
|
|
|
2011
|
|
$
|
20,912
|
|
2012
|
|
|
12,779
|
|
2013
|
|
|
8,697
|
|
2014
|
|
|
7,596
|
|
2015
|
|
|
4,741
|
|
Thereafter
|
|
|
1,500
|
|
|
|
|
|
|
Total
|
|
$
|
56,225
|
|
|
|
|
|
|
90
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
|
|
7.
|
Notes
Payable, Long-Term Debt and Long-Term Lease
Obligations
|
Notes payable, long-term debt and long-term lease obligations
outstanding at August 31, 2010 and 2009 are summarized
below (in thousands).
|
|
|
|
|
|
|
|
|
|
|
August 31,
|
|
|
August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
5.875% Senior Notes due 2010(a)
|
|
$
|
|
|
|
$
|
5,064
|
|
7.750% Senior Notes due 2016(b)
|
|
|
301,782
|
|
|
|
300,063
|
|
8.250% Senior Notes due 2018(c)
|
|
|
397,140
|
|
|
|
396,758
|
|
Short-term factoring debt(d)
|
|
|
|
|
|
|
1,468
|
|
Borrowings under credit facilities(e)
|
|
|
73,750
|
|
|
|
21,313
|
|
Borrowings under loans(f)
|
|
|
342,380
|
|
|
|
384,485
|
|
Securitization program obligations(g)
|
|
|
71,436
|
|
|
|
125,291
|
|
Miscellaneous borrowings
|
|
|
8
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
Total notes payable, long-term debt and long-term lease
obligations
|
|
$
|
1,186,496
|
|
|
$
|
1,234,448
|
|
Less current installments of notes payable, long-term debt and
long-term lease obligations
|
|
|
167,566
|
|
|
|
197,575
|
|
|
|
|
|
|
|
|
|
|
Notes payable, long-term debt and long-term lease obligations,
less current installments
|
|
$
|
1,018,930
|
|
|
$
|
1,036,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $400.0 million of 8.250% Senior Notes and
$312.0 million of 7.750% Senior Notes outstanding are
carried at cost. The estimated fair value of these senior
debentures was approximately $434.0 million and
$335.4 million at August 31, 2010, respectively. The
estimated fair value of these senior debentures was
approximately $395.0 million and $306.5 million at
August 31, 2009, respectively. The fair value is based upon
non-binding market quotes that are corroborated by observable
market data (Level 2 criteria). |
|
(a) |
|
During the fourth quarter of fiscal year 2003, the Company
issued a total of $300.0 million, seven-year,
publicly-registered 5.875% Senior Notes (the
5.875% Senior Notes) at 99.803% of par,
resulting in net proceeds of approximately $297.2 million.
During the fourth quarter of fiscal year 2009, the Company
repurchased $294.9 million in aggregate principal amount of
the 5.875% Senior Notes, pursuant to a public cash tender
offer, in which it also paid an early tender premium, accrued
interest and associated fees and expenses. The extinguishment of
the validly tendered 5.875% Senior Notes resulted in a
charge of $10.5 million which was recorded to other expense
in the Consolidated Statements of Operations for the
12 months ended August 31, 2009. |
|
|
|
The 5.875% Senior Notes matured on July 15, 2010, and,
at that time, the outstanding balance was fully paid. |
|
(b) |
|
During the fourth quarter of fiscal year 2009, the Company
issued a total of $312.0 million, seven-year,
publicly-registered 7.750% Senior Notes at 96.1% of par,
resulting in net proceeds of approximately $300.0 million.
The 7.750% Senior Notes mature on July 15, 2016 and
pay interest semiannually on January 15 and July 15. Also,
the 7.750% Senior Notes are the Companys senior
unsecured obligations and rank equally with all other existing
and future senior unsecured debt obligations. The Company is
subject to covenants such as limitations on the Companys
and/or the Companys subsidiaries ability to:
consolidate or merge with, or convey, transfer or lease all or
substantially all of the Companys assets to, another
person; create certain liens; enter into sale and leaseback
transactions; create, incur, issue, assume or guarantee funded
debt (which only applies to the Companys restricted
subsidiaries); and guarantee any of the Companys
indebtedness (which only applies to the Companys
subsidiaries). The Company is also subject to a covenant
regarding its repurchase of the 7.750% Senior Notes upon a
change of control repurchase event. |
|
(c) |
|
During the second and third quarters of fiscal year 2008, the
Company issued $250.0 million and $150.0 million,
respectively, of ten-year, unregistered 8.250% notes at
99.965% of par and 97.5% of par, respectively, resulting in net
proceeds of approximately $245.7 million and
$148.5 million, respectively. On July 18, 2008, |
91
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
|
|
|
|
|
the Company completed an exchange whereby all of the outstanding
unregistered 8.250% Notes were exchanged for registered
8.250% Notes (collectively the 8.250% Senior
Notes) that are substantially identical to the
unregistered notes except that the 8.250% Senior Notes are
registered under the Securities Act and do not have any transfer
restrictions, registration rights or rights to additional
special interest. |
|
|
|
The 8.250% Senior Notes mature on March 15, 2018 and
pay interest semiannually on March 15 and September 15. The
interest rate payable on the 8.250% Senior Notes is subject
to adjustment from time to time if the credit ratings assigned
to the 8.250% Senior Notes increase or decrease, as
provided in the 8.250% Senior Notes. The 8.250% Senior
Notes are the Companys senior unsecured obligations and
rank equally with all other existing and future senior unsecured
debt obligations. |
|
|
|
The Company is subject to covenants such as limitations on the
Companys and/or the Companys subsidiaries
ability to: consolidate or merge with, or convey, transfer or
lease all or substantially all of the Company assets to, another
person; create certain liens; enter into sale and leaseback
transactions; create, incur, issue, assume or guarantee any
funded debt (which only applies to the Companys
restricted subsidiaries); and guarantee any of the
Companys indebtedness (which only applies to the
Companys subsidiaries). The Company is also subject to a
covenant regarding our repurchase of the 8.250% Senior
Notes upon a change of control repurchase event. |
|
|
|
During the fourth quarter of fiscal year 2007, the Company
entered into forward interest rate swap transactions to hedge
the fixed interest rate payments for an anticipated debt
issuance. The swaps were accounted for as a cash flow hedge. The
notional amount of the swaps was $400.0 million.
Concurrently with the pricing of the first $250.0 million
of the 8.250% Senior Notes, the Company settled
$250.0 million of the swaps by its payment of
$27.5 million. The Company also settled the remaining
$150.0 million of swaps during the second quarter of fiscal
year 2008 by its payment of $15.6 million. As a result, the
Company settled the amount recognized as a current liability on
the Consolidated Balance Sheets. The Company also recorded
$0.7 million to interest expense (as ineffectiveness) in
the Consolidated Statements of Operations during the three
months ended February 29, 2008, with the remainder recorded
in accumulated other comprehensive income, net of taxes, on the
Company Consolidated Balance Sheets. On May 19, 2008, the
Company issued the remaining $150.0 million of
8.250% Senior Notes and recorded no additional interest
expense (as ineffectiveness) in the Consolidated Statements of
Operations. The effective portion of the swaps remaining on the
Company Consolidated Balance Sheets will be amortized to
interest expense in the Companys Consolidated Statements
of Operations over the life of the 8.250% Senior Notes. |
|
(d) |
|
During the fourth quarter of fiscal year 2007 and the fourth
quarter of fiscal year 2009, the Company entered into separate
agreements with unrelated third parties for the factoring of
specific trade accounts receivable of a foreign subsidiary. The
factoring of trade accounts receivable under these agreements
did not meet the criteria for recognition as a sale. Under the
terms of these agreements, the Company transferred ownership of
eligible trade accounts receivable to the third party purchasers
in exchange for cash, however, as these transactions did not
qualify as a sale, the relating trade accounts receivable were
included on the Consolidated Balance Sheets until the cash was
received by the purchasers from its customer for the trade
accounts receivable. This program was transferred in connection
with the Companys French and Italian subsidiaries, and
therefore, no liability is recorded on the Consolidated Balance
Sheets at August 31, 2010. The Company had an outstanding
liability of approximately $1.5 million on the Consolidated
Balance Sheets at August 31, 2009 related to these
agreements. |
|
(e) |
|
As of August 31, 2010, two of the Companys foreign
subsidiaries have entered into credit facilities to finance
their future growth and any corresponding working capital needs.
The credit facilities are denominated in U.S. dollars. The
credit facilities incur interest at fixed and variable rates
from 1.82% to 4.15% with $73.8 million outstanding at
August 31, 2010. |
|
(f) |
|
During the third quarter of fiscal year 2005, the Company
negotiated a five-year, 400.0 million Indian rupee
construction loan for an Indian subsidiary with an Indian branch
of a global bank. Under the terms of the loan, the Company pays
interest on outstanding borrowings based on a fixed rate of
7.45%. The construction loan expired on April 15, 2010 and
was fully repaid. |
92
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
|
|
|
|
|
During the third quarter of fiscal year 2005, the Company
negotiated a five-year, 25.0 million Euro construction loan
for a Hungarian subsidiary with a Hungarian branch of a global
bank. Under the terms of the loan facility, the Company pays
interest on outstanding borrowings based on the Euro Interbank
Offered Rate plus a spread of 0.925%. Quarterly principal
repayments began in September 2006 to repay the amount of
proceeds drawn under the construction loan. The construction
loan expired on April 13, 2010 and was fully repaid. |
|
|
|
During the second quarter of fiscal year 2007, the Company
entered into a three-year loan agreement to borrow
$20.3 million from a software vendor in connection with
various software licenses that the Company purchased from it.
The software licenses were capitalized and were being amortized
over a three-year period. The loan agreement was non-interest
bearing and payments were due quarterly through October 2009,
when the loan agreement was terminated. |
|
|
|
Through the acquisition of a Taiwanese subsidiary in fiscal year
2007, the Company assumed certain liabilities, including short
and long-term debt obligations totaling approximately
$102.2 million at the date of acquisition. At
August 31, 2010, there were no amounts outstanding under
the credit facility. |
|
|
|
During the fourth quarter of fiscal year 2007, the Company
entered into the five-year Credit Facility. This agreement
provides for a revolving credit portion in the initial amount of
$800.0 million, subject to potential increases up to
$1.0 billion, and provides for a term portion in the amount
of $400.0 million. Some or all of the lenders under the
Credit Facility and their affiliates have various other
relationships with the Company and its subsidiaries involving
the provision of financial services, including cash management,
loans, letter of credit and bank guarantee facilities,
investment banking and trust services. The Company, along with
some of its subsidiaries, has entered into foreign exchange
contracts and other derivative arrangements with certain of the
lenders and their affiliates. In addition, many, if not most, of
the agents and lenders under the Credit Facility held positions
as agent and/or lender under the Companys old revolving
credit facility and the $1.0 billion,
364-day
senior unsecured bridge loan facility, that was entered into on
December 21, 2006, amended on December 20, 2007 and
terminated on February 13, 2008. The revolving credit
portion of the Credit Facility terminates on July 19, 2012,
and the term loan portion of the Credit Facility requires
payments of principal in annual installments of
$20.0 million each, with a final payment of the remaining
principal due on July 19, 2012. Interest and fees on Credit
Facility advances are based on the Companys unsecured
long-term indebtedness rating as determined by S&P and
Moodys. Interest is charged at a rate equal to either 0%
to 0.75% above the base rate or 0.375% to 1.75% above the
Eurocurrency rate, where the base rate represents the greater of
Citibank, N.A.s prime rate or 0.50% above the federal
funds rate, and the Eurocurrency rate represents the applicable
London Interbank Offered Rate, each as more fully defined in
this credit agreement. Fees include a facility fee based on the
revolving credit commitments of the lenders, a letter of credit
fee based on the amount of outstanding letters of credit, and a
utilization fee to be added to the revolving credit interest
rate and any letter of credit fee during any period when the
aggregate amount of outstanding advances and letters of credit
exceeds 50% of the total revolving credit commitments of the
lenders. Based on the Companys current senior unsecured
long-term indebtedness rating as determined by S&P and
Moodys, the current rate of interest (including the
applicable facility and utilization fee) on a full draw under
the revolving credit would be 0.275% above the base rate or
0.875% above the Eurocurrency rate, and the current rate of
interest on the term portion would be the base rate or 0.875%
above the Eurocurrency rate. The Company, along with its
subsidiaries, is subject to the following financial covenants:
(1) a maximum ratio of (a) Debt (as defined in the
credit agreement) to (b) Consolidated EBITDA (as defined in
the credit agreement) and (2) a minimum ratio of
(a) Consolidated EBITDA to (b) interest payable on,
and amortization of debt discount in respect of, debt and loss
on sales of trade accounts receivables pursuant to the
Companys securitization program. In addition, the Company
is subject to other covenants, such as: limitation upon liens;
limitation upon mergers, etc; limitation upon accounting
changes; limitation upon subsidiary debt; limitation upon sales,
etc of assets; limitation upon changes in nature of business;
payment restrictions affecting subsidiaries; compliance with
laws, etc; payment of taxes, etc; maintenance of insurance;
preservation of corporate existence, etc; visitation rights;
keeping of books; maintenance of properties, etc; transactions
with affiliates; and reporting requirements (collectively
referred to herein as Restrictive Financial
Covenants). During the 12 months ended
August 31, 2010, the |
93
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
|
|
|
|
|
Company borrowed $3 .9 billion against the revolving credit
portion of the Credit Facility. These borrowings were repaid in
full during fiscal year 2010. A draw in the amount of
$400.0 million has been made under the term portion of the
Credit Facility and $340.0 million remains outstanding at
August 31, 2010. |
|
|
|
In addition to the loans described above, at August 31,
2010, the Company has additional loans outstanding to fund
working capital needs. These additional loans total
approximately $2.4 million and are denominated in Euros.
The loans are due and payable within 12 months and are
classified as short-term on the Consolidated Balance Sheets. |
|
(g) |
|
During the third quarter of fiscal year 2008, the Company
entered into a foreign asset-backed securitization program with
a bank conduit. In connection with the foreign securitization
program certain of the Companys foreign subsidiaries sell,
on an ongoing basis, an undivided interest in designated pools
of trade accounts receivable to a special purpose entity, which
in turn borrows up to $100.0 million from the bank conduit
to purchase those receivables and in which it grants security
interests as collateral for the borrowings. The securitization
program is accounted for as a borrowing. The loan balance is
calculated based on the terms of the securitization program
agreements. The foreign securitization program requires
compliance with several covenants including a limitation on
certain corporate actions such as mergers, consolidations and
sale of substantially all assets. The Company is assessed a
monthly fee based on the maximum facility limit and, in
addition, pay interest based on LIBOR plus a spread. The foreign
securitization program expires on March 17, 2011. At
August 31, 2010, the Company had $71.4 million of debt
outstanding under the program. In addition, the Company incurred
interest expense of $2.1 million, $3.9 million and
$2.8 million recorded in the Consolidated Statements of
Operations during the 12 months ended August 31, 2010,
2009 and 2008, respectively. |
Debt maturities as of August 31, 2010 for the next five
years and thereafter are as follows (in thousands):
|
|
|
|
|
Fiscal Year Ending August 31,
|
|
Amount
|
|
|
2011
|
|
$
|
167,566
|
|
2012
|
|
|
320,007
|
|
2013
|
|
|
1
|
|
2014
|
|
|
0
|
|
2015
|
|
|
0
|
|
Thereafter
|
|
|
698,922
|
|
|
|
|
|
|
Total
|
|
$
|
1,186,496
|
|
|
|
|
|
|
|
|
8.
|
Postretirement
and Other Employee Benefits
|
Postretirement
Benefits
During the first quarter of fiscal year 2002, the Company
established a defined benefit pension plan for all permanent
employees of Jabil Circuit UK Limited. This plan was established
in accordance with the terms of the business sale agreement with
Marconi Communications plc (Marconi). The benefit
obligations and plan assets from the terminated Marconi plan
were transferred to the newly established defined benefit plan.
The plan, which is closed to new participants, provides benefits
based on average employee earnings over a three-year service
period preceding retirement. The Companys policy is to
contribute amounts sufficient to meet minimum funding
requirements as set forth in U.K. employee benefit and tax laws
plus such additional amounts as are deemed appropriate by the
Company. Plan assets are held in trust and consist of equity and
debt securities as detailed below.
As a result of acquiring various operations in Austria, Germany,
Japan, The Netherlands, Poland, and Taiwan, the Company assumed
primarily unfunded retirement benefits to be paid based upon
years of service and compensation at retirement. All permanent
employees meeting the minimum service requirement are eligible
to participate in the plans.
There are no domestic pension or post-retirement benefit plans
maintained by the Company.
94
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The Company is required to recognize the overfunded or
underfunded status of a defined benefit postretirement plan as
an asset or liability in its statement of financial position,
and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income.
The Company is also required to measure the funded status of a
plan as of the date of its year-end statement of financial
position. The measurement requirement became effective for the
Company during fiscal year 2009. Prior to fiscal year 2009, the
Company used a May 31 measurement date for substantially all of
the above referenced plans, with the exception of the Jabil
Circuit UK Limited plan, which used a June 30 measurement date.
The measurement date change had an impact on accumulated other
comprehensive loss of $0.1 million at August 31, 2009.
The following table provides a reconciliation of the change in
the benefit obligations for the plans described above (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
2010
|
|
|
2009
|
|
|
Beginning benefit obligation
|
|
$
|
129,603
|
|
|
$
|
135,190
|
|
Service cost
|
|
|
1,389
|
|
|
|
1,759
|
|
Interest cost
|
|
|
5,681
|
|
|
|
6,779
|
|
Impact of the change in measurement date
|
|
|
|
|
|
|
820
|
|
Actuarial loss
|
|
|
12,791
|
|
|
|
3,636
|
|
Curtailment gain
|
|
|
|
|
|
|
(5,456
|
)
|
Total benefits paid
|
|
|
(4,410
|
)
|
|
|
(6,573
|
)
|
Plan participant contribution
|
|
|
66
|
|
|
|
83
|
|
Amendments
|
|
|
242
|
|
|
|
|
|
Acquisitions/disposals
|
|
|
(6,149
|
)
|
|
|
|
|
Effect of conversion to U.S. dollars
|
|
|
(5,530
|
)
|
|
|
(6,635
|
)
|
|
|
|
|
|
|
|
|
|
Ending benefit obligation
|
|
$
|
133,683
|
|
|
$
|
129,603
|
|
|
|
|
|
|
|
|
|
|
Weighted-average actuarial assumptions used to determine the
benefit obligations for the plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
2010
|
|
2009
|
|
Discount rate
|
|
|
4.1
|
%
|
|
|
5.7
|
%
|
Rate of compensation increases
|
|
|
3.9
|
%
|
|
|
4.5
|
%
|
The Company evaluates 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 would increase
the present value of benefit obligations. Other assumptions
include demographic factors such as retirement, mortality and
turnover.
The Company has adopted an investment policy for a majority of
plan assets which was set by plan trustees who have the
responsibility for making investment decisions related to the
plan assets. The plan trustees oversee the investment
allocation, including selecting professional investment managers
and setting strategic targets. The investment objectives for the
assets are (1) to acquire suitable assets that hold the
appropriate liquidity in order to
95
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
generate income and capital growth that, along with new
contributions, will meet the cost of current and future benefits
under the plan, (2) to limit the risk of the plan assets
from failing to meet the plan liabilities over the long-term and
(3) to minimize the long-term costs under the plan by
maximizing the return on the plan assets.
Investment policies and strategies governing the assets of the
plans are designed to achieve investment objectives with prudent
risk parameters. Risk management practices include the use of
external investment managers; the maintenance of a portfolio
diversified by asset class, investment approach and security
holdings; and the maintenance of sufficient liquidity to meet
benefit obligations as they come due. Within the equity
securities class, the investment policy provides for investments
in a broad range of publicly traded securities including both
domestic and international stocks. The plan does not hold any of
the Companys stock. Within the debt securities class, the
investment policy provides for investments in corporate bonds as
well as fixed and variable interest debt instruments. The
Company currently expects to achieve the target mix of 35%
equity and 65% debt securities in fiscal year 2011.
The fair values of the plan assets held by the Company by asset
category are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
|
|
|
|
|
|
Fair Value Measurements Using Inputs Considered as:
|
|
|
|
August 31, 2010
|
|
|
Asset Allocation
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Asset Category
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
3,663
|
|
|
|
5
|
%
|
|
$
|
3,663
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.K. equity securities(a)
|
|
$
|
10,671
|
|
|
|
12
|
%
|
|
|
|
|
|
$
|
10,671
|
|
|
|
|
|
Global equity securities(b)
|
|
$
|
10,400
|
|
|
|
12
|
%
|
|
|
|
|
|
$
|
10,400
|
|
|
|
|
|
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.K. government bonds(c)
|
|
$
|
28,258
|
|
|
|
33
|
%
|
|
|
|
|
|
$
|
28,258
|
|
|
|
|
|
U.K. corporate bonds(c)
|
|
$
|
25,695
|
|
|
|
30
|
%
|
|
|
|
|
|
$
|
25,695
|
|
|
|
|
|
Insurance Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance contracts(d)
|
|
$
|
6,884
|
|
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
$
|
6,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets
|
|
$
|
85,571
|
|
|
|
100
|
%
|
|
$
|
3,663
|
|
|
$
|
75,024
|
|
|
$
|
6,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
U.K. equity securities are categorized as Level 2 and
include investments in a diversified portfolio that aims to
capture the returns of the U.K. equity market. The index tracks
the Financial Times (London) Stock Exchange (FTSE)
All-Share Index and invests only in U.K. securities. |
|
(b) |
|
Global equity securities are categorized as Level 2 and
include investments that aim to capture global equity market
returns (excluding the U.K.) by tracking the FTSE AW-World
(ex-UK) Index. |
|
(c) |
|
U.K. government bonds are categorized as Level 2 and
include U.K. government issued fixed income investments which
are managed and tracked to the respective benchmark (FTSE U.K.
Over 15 Years Gilts Index and FTSE U.K. Over 5 Years
Index-Linked). |
|
(d) |
|
The assets related to The Netherlands plan consist of an
insurance contract that guarantees the payment of the funded
pension entitlements, as well as provides a profit share to the
Company. The profit share in this contract is not based on
actual investments, but, instead on a notional investment
portfolio that is expected to return a pre-defined rate. The
fair value is determined based on the cash surrender value of
the insured benefits which is the present value of the
guaranteed funded benefits. |
96
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The following table summarizes the change in asset value for
Level 3 assets during fiscal year 2010 (in thousands):
|
|
|
|
|
Asset balance at August 31, 2009
|
|
$
|
6,435
|
|
Actual return on plan assets still held at the reporting date
|
|
|
(201
|
)
|
Purchases, sales, and settlements
|
|
|
650
|
|
|
|
|
|
|
Asset balance at August 31, 2010
|
|
$
|
6,884
|
|
|
|
|
|
|
The following table provides a reconciliation of the changes in
the pension plan assets for the year between measurement dates
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
2010
|
|
|
2009
|
|
|
Beginning fair value of plan assets
|
|
$
|
81,494
|
|
|
$
|
85,526
|
|
Actual return on plan assets
|
|
|
8,208
|
|
|
|
3,871
|
|
Employer contributions
|
|
|
4,303
|
|
|
|
4,856
|
|
Benefits paid from plan assets
|
|
|
(3,439
|
)
|
|
|
(4,729
|
)
|
Plan participants contributions
|
|
|
66
|
|
|
|
83
|
|
Effect of conversion to U.S. dollars
|
|
|
(5,061
|
)
|
|
|
(8,113
|
)
|
|
|
|
|
|
|
|
|
|
Ending fair value of plan assets
|
|
$
|
85,571
|
|
|
$
|
81,494
|
|
|
|
|
|
|
|
|
|
|
The following table provides a reconciliation of the funded
status of the plans to the Consolidated Balance Sheets (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
2010
|
|
|
2009
|
|
|
Funded Status
|
|
|
|
|
|
|
|
|
Ending fair value of plan assets
|
|
$
|
85,571
|
|
|
$
|
81,494
|
|
Ending benefit obligation
|
|
|
(133,683
|
)
|
|
|
(129,603
|
)
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
$
|
(48,112
|
)
|
|
$
|
(48,109
|
)
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheet Information
|
|
|
|
|
|
|
|
|
Prepaid benefit cost
|
|
$
|
|
|
|
$
|
240
|
|
Accrued benefit liability, current
|
|
|
(598
|
)
|
|
|
(1,005
|
)
|
Accrued benefit liability, noncurrent
|
|
|
(47,514
|
)
|
|
|
(47,344
|
)
|
|
|
|
|
|
|
|
|
|
Net liability recorded at August 31
|
|
$
|
(48,112
|
)
|
|
$
|
(48,109
|
)
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive loss
at August 31, 2010 consist of:
|
|
|
|
|
|
|
|
|
Net actuarial loss
|
|
$
|
32,908
|
|
|
$
|
25,243
|
|
Prior service cost
|
|
|
(179
|
)
|
|
|
463
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss, before taxes
|
|
$
|
32,729
|
|
|
$
|
25,706
|
|
|
|
|
|
|
|
|
|
|
97
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The following table provides the estimated amount that will be
amortized from accumulated other comprehensive loss into net
periodic benefit cost in fiscal year 2011 (in thousands):
|
|
|
|
|
|
|
Pension Benefits
|
|
|
Recognized net actuarial loss
|
|
$
|
1,944
|
|
Amortization of prior service cost
|
|
|
(25
|
)
|
|
|
|
|
|
Total
|
|
$
|
1,919
|
|
|
|
|
|
|
The accumulated benefit obligation for all defined benefit
pension plans was $121.6 million and $120.5 million at
August 31, 2010 and 2009, respectively.
The following table provides information for pension plans with
an accumulated benefit obligation in excess of plan assets (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
August 31,
|
|
|
2010
|
|
2009
|
|
Projected benefit obligation
|
|
$
|
133,683
|
|
|
$
|
129,591
|
|
Accumulated benefit obligation
|
|
|
121,564
|
|
|
|
120,496
|
|
Fair value of plan assets
|
|
|
85,571
|
|
|
|
81,241
|
|
|
|
d.
|
Net
Periodic Benefit Cost
|
The following table provides information about net periodic
benefit cost for the pension and other benefit plans for fiscal
years ended August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Service cost
|
|
$
|
1,389
|
|
|
$
|
1,759
|
|
|
$
|
2,214
|
|
Interest cost
|
|
|
5,681
|
|
|
|
6,779
|
|
|
|
7,749
|
|
Expected long-term return on plan assets
|
|
|
(4,270
|
)
|
|
|
(4,731
|
)
|
|
|
(5,642
|
)
|
Recognized actuarial loss
|
|
|
1,303
|
|
|
|
874
|
|
|
|
1,429
|
|
Net curtailment gain
|
|
|
|
|
|
|
(4,608
|
)
|
|
|
|
|
Amortization of prior service cost
|
|
|
(115
|
)
|
|
|
(39
|
)
|
|
|
(42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
3,988
|
|
|
$
|
34
|
|
|
$
|
5,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average actuarial assumptions used to determine net
periodic benefit cost for the plans for fiscal years ended
August 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Discount rate
|
|
|
4.1
|
%
|
|
|
5.7
|
%
|
|
|
5.8
|
%
|
Expected long-term return on plan assets
|
|
|
4.0
|
%
|
|
|
4.9
|
%
|
|
|
6.3
|
%
|
Rate of compensation increase
|
|
|
3.9
|
%
|
|
|
4.5
|
%
|
|
|
4.6
|
%
|
The expected return on plan assets assumption used in
calculating net periodic pension cost is based on historical
actual return experience and estimates of future long-term
performance with consideration to the expected investment mix of
the plan assets.
The Company expects to make cash contributions of between
$3.4 million and $3.9 million to its funded pension
plans during fiscal year 2011.
98
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The estimated future benefit payments, which reflect expected
future service, as appropriate, are as follows (in thousands):
|
|
|
|
|
|
|
Pension
|
Fiscal Year Ending August 31,
|
|
Benefits
|
|
2011
|
|
$
|
4,253
|
|
2012
|
|
$
|
4,856
|
|
2013
|
|
$
|
4,659
|
|
2014
|
|
$
|
4,323
|
|
2015
|
|
$
|
4,818
|
|
Years 2016 through 2020
|
|
$
|
29,404
|
|
Profit
Sharing, 401(k) Plan and Defined Contribution
Plans
The Company provides retirement benefits to its domestic
employees who have completed a
90-day
period of service through a 401(k) plan that provides a matching
contribution by the Company. Company contributions are at the
discretion of the Companys Board of Directors. The Company
also has defined contribution benefit plans for certain of its
international employees primarily dictated by the custom of the
regions in which it operates. In relation to these plans, the
Company contributed approximately $22.9 million,
$20.5 million, and $25.6 million for the fiscal years
ended August 31, 2010, 2009 and 2008, respectively.
|
|
9.
|
Restructuring
and Impairment Charges
|
|
|
a.
|
2009
Restructuring Plan
|
On January 22, 2009, the Companys Board of Directors
approved a restructuring plan to better align the Companys
manufacturing capacity in certain geographies and to reduce its
worldwide workforce in order to reduce operating expenses (the
2009 Restructuring Plan). These restructuring
activities are intended to address the current market conditions
and properly size the Companys manufacturing facilities to
increase the efficiencies of the Companys operations. In
conjunction with the 2009 Restructuring Plan, the Company
currently expects to recognize approximately $64.0 million
in total restructuring and impairment costs, excluding valuation
allowances of $14.8 million on certain net deferred tax
assets, which has been recognized primarily over the course of
fiscal years 2009 and 2010. Of this expected total, the Company
charged $7.7 million of restructuring and impairment costs
in fiscal year 2010 to the Consolidated Statements of
Operations, compared to charges of $53.7 million in fiscal
year 2009. These charges in fiscal year 2010 related to the 2009
Restructuring Plan primarily include approximately
$3.7 million related to employee severance and termination
benefit costs, approximately $3.4 million related to lease
commitment costs and approximately $0.6 million related to
fixed asset impairments. These charges in fiscal year 2009
related to the 2009 Restructuring Plan include
$47.1 million related to employee severance and termination
benefits costs, $0.1 million related to lease commitment
costs, $6.4 million related to fixed asset impairments and
$0.1 million related to other restructuring costs.
These restructuring and impairment charges related to the 2009
Restructuring Plan incurred through August 31, 2010 of
approximately $61.4 million include cash costs totaling
approximately $54.4 million. These cash costs consist of
employee severance and termination benefit costs of
approximately $50.8 million, lease commitment costs of
approximately $3.4 million and other restructuring costs of
approximately $0.2 million. Non-cash costs of approximately
$7.0 million primarily represent fixed asset impairment
charges related to the Companys restructuring activities.
At August 31, 2010, accrued liabilities of approximately
$1.2 million related to the 2009 Restructuring Plan are
expected to be paid over the next 12 months.
Employee severance and termination benefit costs of
approximately $3.7 million recorded during the fiscal year
ended August 31, 2010 are primarily related to the
reduction of employees across all functions of the business,
partially offset by reduced estimates of severance and
termination benefits that will be paid by the Company.
99
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
Employee severance and termination benefit costs of
approximately $47.1 million recorded during fiscal year
2009 were primarily related to the reduction of employees across
all functions of the business in manufacturing facilities in
Europe, Asia and the Americas. To date, approximately
4,000 employees have been included in the 2009
Restructuring Plan. The lease commitment costs of approximately
$3.4 million recorded during fiscal year 2010 primarily
relate to a facility in the Americas that was substantially
vacated during the Companys first quarter of fiscal year
2010. The Company identified certain fixed assets that have
ceased being used by the Company and, accordingly, recorded a
fixed asset impairment charge of $0.6 million in fiscal
year 2010 and $6.4 million in fiscal year 2009,
respectively.
In addition, as part of the 2009 Restructuring Plan, management
determined that it was more likely than not that certain
deferred tax assets would not be realized as a result of the
contemplated restructuring activities. Therefore, the Company
recorded a valuation allowance of $14.8 million on net
deferred tax assets for fiscal year 2009. The valuation
allowances are excluded from the table below as they were
recorded to income tax expense in the Consolidated Statements of
Operations.
The table below sets forth the significant components and
activity in the 2009 Restructuring Plan during the fiscal year
ended August 31, 2010 (in thousands):
2009
Restructuring Plan Fiscal Year Ended August 31,
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability
|
|
|
|
|
|
|
|
|
|
|
|
Liability
|
|
|
|
Balance at
|
|
|
Restructuring
|
|
|
Asset Impairment
|
|
|
|
|
|
Balance at
|
|
|
|
August 31,
|
|
|
Related
|
|
|
Charge and Other
|
|
|
Cash
|
|
|
August 31,
|
|
|
|
2009
|
|
|
Charges
|
|
|
Non-Cash Activity
|
|
|
Payments
|
|
|
2010
|
|
|
Employee severance and termination benefits
|
|
$
|
30,845
|
|
|
$
|
3,745
|
|
|
$
|
(3,919
|
)
|
|
$
|
(30,596
|
)
|
|
$
|
75
|
|
Lease costs
|
|
|
|
|
|
|
3,358
|
|
|
|
|
|
|
|
(2,210
|
)
|
|
|
1,148
|
|
Fixed asset impairment
|
|
|
|
|
|
|
553
|
|
|
|
(553
|
)
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
54
|
|
|
|
|
|
|
|
(54
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
30,845
|
|
|
$
|
7,710
|
|
|
$
|
(4,472
|
)
|
|
$
|
(32,860
|
)
|
|
$
|
1,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below sets forth the significant components and
activity in the 2009 Restructuring Plan by reportable segment
during the fiscal year ended August 31, 2010 (in thousands):
2009
Restructuring Plan Fiscal Year Ended August 31,
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability
|
|
|
|
|
|
|
|
|
|
|
|
Liability
|
|
|
|
Balance at
|
|
|
Restructuring
|
|
|
Asset Impairment
|
|
|
|
|
|
Balance at
|
|
|
|
August 31,
|
|
|
Related
|
|
|
Charge and Other
|
|
|
Cash
|
|
|
August 31,
|
|
|
|
2009
|
|
|
Charges
|
|
|
Non-Cash Activity
|
|
|
Payments
|
|
|
2010
|
|
|
Consumer
|
|
$
|
709
|
|
|
$
|
(554
|
)
|
|
$
|
36
|
|
|
$
|
(124
|
)
|
|
$
|
67
|
|
EMS
|
|
|
26,298
|
|
|
|
8,629
|
|
|
|
(5,150
|
)
|
|
|
(28,620
|
)
|
|
|
1,157
|
|
AMS
|
|
|
3,838
|
|
|
|
(365
|
)
|
|
|
642
|
|
|
|
(4,116
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
30,845
|
|
|
$
|
7,710
|
|
|
$
|
(4,472
|
)
|
|
$
|
(32,860
|
)
|
|
$
|
1,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b.
|
2006
Restructuring Plan
|
In conjunction with the restructuring plan that was approved by
the Companys Board of Directors in the fourth quarter of
fiscal year 2006 (the 2006 Restructuring Plan), the
Company recorded $0.5 million of restructuring and
impairment costs during fiscal year 2010 to the Consolidated
Statements of Operations, compared to reversals of
$1.8 million of restructuring and impairment costs during
fiscal year 2009. The restructuring and impairment costs of
$0.5 million recorded during fiscal year 2010 consisted
primarily of lease commitment costs. The restructuring
100
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
and impairment reversals during fiscal year 2009 consisted of
$2.7 million related to employee severance and termination
benefit costs, offset by additional lease commitment costs of
$0.9 million.
These restructuring and impairment charges related to the 2006
Restructuring Plan incurred through August 31, 2010 of
$207.9 million include cash costs totaling
$159.0 million, of which $1.5 million was paid in the
fourth quarter of fiscal year 2006, $64.8 million was paid
in fiscal year 2007, $57.2 million was paid in fiscal year
2008, $27.1 million was paid in fiscal year 2009 and
$4.2 million was paid in fiscal year 2010. The cash costs
consist of employee severance and termination benefit costs of
approximately $143.9 million, costs related to lease
commitments of approximately $21.3 million and other
restructuring costs of approximately $2.1 million. These
cash costs were off-set by approximately $8.3 million of
cash proceeds received in connection with facility closure
costs. Non-cash costs of approximately $48.9 million
primarily represent fixed asset impairment charges related to
the Companys restructuring activities.
At August 31, 2010, accrued liabilities of approximately
$1.0 million related to the 2006 Restructuring Plan are
expected to be paid over the next 12 months. The additional
remaining accrued liabilities of $2.1 million relate
primarily to the charges for certain lease commitment costs and
employee severance and termination benefits payments.
Employee severance and termination benefit cost reversals of
$(2.7) million recorded during fiscal year 2009 were due to
revised estimates of severance and termination benefits that
will be paid by the Company. Lease commitment costs of
$0.5 million and $0.9 million recorded during the
fiscal year ended August 31, 2010 and 2009, respectively,
primarily relate to future lease payments for facilities that
were vacated in the Americas and Europe.
The Company has substantially completed restructuring activities
under the 2006 Restructuring Plan. Approximately
$0.4 million of remaining contract termination costs are
expected to be incurred over fiscal year 2011.
In addition, as part of the 2006 Restructuring Plan, management
determined that it was more likely than not that certain
entities within foreign jurisdictions would not be able to
utilize their deferred tax assets as a result of the
contemplated restructuring activities. Therefore, the Company
recorded valuation allowances of $38.8 million on net
deferred tax assets as part of the 2006 Restructuring Plan prior
to September 1, 2010. The valuation allowances are excluded
from the table below as they were recorded to income tax expense
in the Consolidated Statements of Operations. See
Note 4 Income Taxes to the
Consolidated Financial Statements for further discussion of the
Companys net deferred tax assets and provision for income
taxes.
The table below sets forth the significant components and
activity in the 2006 Restructuring Plan during the fiscal year
ended August 31, 2010 (in thousands):
2006
Restructuring Plan Fiscal Year Ended August 31,
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability
|
|
|
|
|
|
|
|
|
|
|
|
Liability
|
|
|
|
Balance at
|
|
|
Restructuring
|
|
|
Asset Impairment
|
|
|
|
|
|
Balance at
|
|
|
|
August 31,
|
|
|
Related
|
|
|
Charge and Other
|
|
|
Cash
|
|
|
August 31,
|
|
|
|
2009
|
|
|
Charges
|
|
|
Non-Cash Activity
|
|
|
Payments
|
|
|
2010
|
|
|
Employee severance and termination benefits
|
|
$
|
5,736
|
|
|
$
|
9
|
|
|
$
|
(1,345
|
)
|
|
$
|
(2,081
|
)
|
|
$
|
2,319
|
|
Lease costs
|
|
|
2,057
|
|
|
|
498
|
|
|
|
(34
|
)
|
|
|
(2,148
|
)
|
|
|
373
|
|
Other
|
|
|
419
|
|
|
|
|
|
|
|
(49
|
)
|
|
|
|
|
|
|
370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8,212
|
|
|
$
|
507
|
|
|
$
|
(1,428
|
)
|
|
$
|
(4,229
|
)
|
|
$
|
3,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The table below sets forth the significant components and
activity in the 2006 Restructuring Plan by reportable segment
during the fiscal year ended August 31, 2010 (in thousands):
2006
Restructuring Plan Fiscal Year Ended August 31,
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability
|
|
|
|
|
|
|
|
|
|
|
|
Liability
|
|
|
|
Balance at
|
|
|
Restructuring
|
|
|
Asset Impairment
|
|
|
|
|
|
Balance at
|
|
|
|
August 31,
|
|
|
Related
|
|
|
Charge and Other
|
|
|
Cash
|
|
|
August 31,
|
|
|
|
2009
|
|
|
Charges
|
|
|
Non-Cash Activity
|
|
|
Payments
|
|
|
2010
|
|
|
Consumer
|
|
$
|
3,606
|
|
|
$
|
(171
|
)
|
|
$
|
(321
|
)
|
|
$
|
(795
|
)
|
|
$
|
2,319
|
|
EMS
|
|
|
4,190
|
|
|
|
678
|
|
|
|
(1,061
|
)
|
|
|
(3,434
|
)
|
|
|
373
|
|
AMS
|
|
|
416
|
|
|
|
|
|
|
|
(46
|
)
|
|
|
|
|
|
|
370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8,212
|
|
|
$
|
507
|
|
|
$
|
(1,428
|
)
|
|
$
|
(4,229
|
)
|
|
$
|
3,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.
|
Commitments
and Contingencies
|
The Company leases certain facilities under non-cancelable
operating leases. Lease agreements may contain lease escalation
clauses and purchase or renewal options. The Company recognizes
scheduled lease escalation clauses over the course of the
applicable lease term on a straight-line basis in the
Consolidated Statements of Operations. The future minimum lease
payments under non-cancelable operating leases at
August 31, 2010 are as follows (in thousands):
|
|
|
|
|
Fiscal Year Ending August 31,
|
|
Amount
|
|
|
2011
|
|
$
|
51,653
|
|
2012
|
|
|
39,470
|
|
2013
|
|
|
23,299
|
|
2014
|
|
|
17,391
|
|
2015
|
|
|
11,351
|
|
Thereafter
|
|
|
10,623
|
|
|
|
|
|
|
Total minimum lease payments
|
|
$
|
153,787
|
|
|
|
|
|
|
Total operating lease expense was approximately
$50.7 million, $59.7 million, and $48.9 million
for the fiscal years ended August 31, 2010, 2009 and 2008,
respectively.
102
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The Company maintains a provision for limited warranty repair of
shipped products, which is established under the terms of
specific manufacturing contract agreements. The warranty
liability is included in accrued expenses on the Consolidated
Balance Sheets. The warranty period varies by product and
customer industry sector. The provision represents
managements estimate of probable liabilities, calculated
as a function of sales volume and historical repair experience,
for each product under warranty. The estimate is re-evaluated
periodically for accuracy. A rollforward of the warranty
liability is as follows (in thousands):
|
|
|
|
|
|
|
Amount
|
|
|
Balance at August 31, 2007
|
|
$
|
7,575
|
|
Accruals for warranties during the year
|
|
|
8,569
|
|
Settlements made during the year
|
|
|
(6,267
|
)
|
|
|
|
|
|
Balance at August 31, 2008
|
|
$
|
9,877
|
|
Accruals for warranties during the year
|
|
|
9,017
|
|
Settlements made during the year
|
|
|
(4,614
|
)
|
|
|
|
|
|
Balance at August 31, 2009
|
|
$
|
14,280
|
|
Accruals for warranties during the year
|
|
|
3,112
|
|
Settlements made during the year
|
|
|
(6,564
|
)
|
|
|
|
|
|
Balance at August 31, 2010
|
|
$
|
10,828
|
|
|
|
|
|
|
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 the Companys financial
position, results of operations or cash flows.
|
|
a.
|
Stock
Option and Stock Appreciation Right Plans
|
The Companys 1992 Stock Option Plan (the 1992
Plan) provided for the granting to employees of incentive
stock options within the meaning of Section 422 of the
Internal Revenue Code and for the granting of non-statutory
stock options to employees and consultants of the Company. A
total of 23,440,000 shares of common stock were reserved
for issuance under the 1992 Plan. The 1992 Plan was adopted by
the Board of Directors in November 1992 and was terminated in
October 2001, with the remaining shares transferred into a new
plan created in fiscal year 2002.
In October 2001, the Company established a new Stock Option Plan
(the 2002 Incentive Plan). The 2002 Incentive Plan
was adopted by the Board of Directors in October 2001 and
approved by the stockholders in January 2002. The 2002 Incentive
Plan provides for the granting of incentive stock options within
the meaning of Section 422 of the Internal Revenue Code and
non-statutory stock options, as well as restricted stock, stock
appreciation rights and other stock-based awards. The 2002
Incentive Plan has a total of 41,808,726 shares reserved
for grant, including 2,608,726 shares that were transferred
from the 1992 Plan when it was terminated in October 2001,
7,000,000 shares authorized in January 2002,
10,000,000 shares authorized in January 2004,
7,000,000 shares authorized in January 2006,
3,000,000 shares authorized in August 2007,
2,500,000 shares authorized in January 2008,
1,500,000 shares authorized in January 2009 and
8,200,000 shares authorized in January 2010. The Company
also adopted
sub-plans
under the 2002 Incentive Plan for its United Kingdom employees
(the CSOP Plan) and for its French employees (the
FSOP Plan). The CSOP Plan and FSOP Plan are tax
advantaged plans for the Companys United Kingdom and
French employees, respectively. Shares are issued under the CSOP
Plan and FSOP Plan from the authorized shares under the 2002
Incentive Plan.
103
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The 2002 Incentive Plan provides that the exercise price of all
stock options and stock appreciation rights (collectively known
as Options) generally shall be no less than the fair
market value of shares of common stock on the date of grant.
Exceptions to this general rule apply to grants of stock
appreciation rights, grants of Options intended to preserve the
economic value of stock option and other equity-based interests
held by employees of acquired entities, and grants of Options
intended to provide a material inducement for a new employee to
commence employment with the Company. It is and has been the
Companys intention for the exercise price of Options
granted under the 2002 Incentive Plan to be at least equal to
the fair market value of shares of common stock on the date of
grant. However, as we previously discussed in
Note 2 Stock Option Litigation and
Restatements to the Consolidated Financial Statements in
the Annual Report on
Form 10-K
for the fiscal year ending August 31, 2006, a certain
number of Options were identified that had a measurement date
based on the date that the Compensation Committee or management
(as appropriate) decided to grant the Options, instead of the
date that the terms of such grants became final, and, therefore,
the relating Options had an exercise price less than the fair
market value of shares of common stock on the final date of
measurement. As a result, the holders of the Options with an
exercise price less than the fair market value of shares of
common stock on the final date of measurement may incur adverse
tax consequences. Such adverse tax consequences relate to the
portions of such Options that vest after December 31, 2004
(Section 409A Affected Options) and subject the
option holder to accelerated income taxation and a penalty tax
under Internal Revenue Code Section 409A
(Section 409A).
In October 2007, the Board of Directors approved comprehensive
procedures governing the manner in which Options are granted to,
among other things, substantially reduce the likelihood that
future grants of Options will be made with an exercise price
that is less than the fair market value of shares of common
stock on the Option measurement date for financial accounting
and reporting purposes.
With respect to any participant who owns stock representing more
than 10% of the voting power of all classes of stock of the
Company, the exercise price of any incentive stock option
granted is equal to at least 110% of the fair market value on
the grant date and the maximum term of the option may not exceed
five years. The term of all other Options under the 2002
Incentive Plan may not exceed ten years. Beginning in fiscal
year 2006, Options generally vest at a rate of one-twelfth
15 months after the grant date with an additional
one-twelfth vesting at the end of each three-month period
thereafter, becoming fully vested after a
48-month
period. Prior to this change, Options generally vested at a rate
of 12% after the first six months and 2% per month thereafter,
becoming fully vested after a
50-month
period.
The Company applies a lattice valuation model for Options
granted subsequent to August 31, 2005, excluding those
granted under the ESPP. The lattice valuation model is a more
flexible analysis to value employee Options because of its
ability to incorporate inputs that change over time, such as
volatility and interest rates, and to allow for actual exercise
behavior of Option holders. Prior to this change, the Company
used the Black-Scholes model for valuing Options. The Company
uses historical data to estimate the Option exercise and
employee departure behavior used in the lattice valuation model.
The expected term of Options granted is derived from the output
of the option pricing model and represents the period of time
that Options granted are expected to be outstanding. The
risk-free rate for periods within the contractual term of the
Options is based on the U.S. Treasury yield curve in effect
at the time of grant. The volatility used for the lattice model
is a constant volatility for all periods within the contractual
term of the Option. The constant volatility is a weighted
average of implied volatilities from traded Options and
historical volatility corresponding to the contractual term of
the Option. The expected dividend yield of Options granted is
derived based on the expected annual dividend yield over the
expected life of the Option expressed as a percentage of the
stock price on the date of grant.
The weighted-average grant-date fair value per share of Options
granted during the fiscal year ended August 31, 2010, 2009
and 2008 was $6.36, $3.52 and $8.71, respectively. The total
intrinsic value of Options exercised during the fiscal year
ended August 31, 2010, 2009 and 2008 was $349.2 thousand,
$3.6 thousand and $4.8 million, respectively. As of
August 31, 2010, there was $6.6 million of
unrecognized compensation costs related to non-vested Options
that is expected to be recognized over a weighted-average period
of 1.1 years. The total fair value of Options vested during
the fiscal year ended August 31, 2010, 2009 and 2008 was
$17.6 million, $24.9 million and $19.0 million,
respectively.
104
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
Following are the grant date weighted-average and range
assumptions, where applicable, used for each respective period:
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
2010
|
|
2009
|
|
2008
|
|
Expected dividend yield
|
|
1.9%
|
|
3.6%
|
|
1.3%
|
Risk-free interest rate
|
|
0.1% to 3.4%
|
|
0% to 3.6%
|
|
1.1% to 4.4%
|
Expected volatility
|
|
60.2%
|
|
67.3%
|
|
50.2%
|
Expected life
|
|
5.6 years
|
|
5.8 years
|
|
5.8 years
|
The fair-value method is also applied to non-employee awards.
The measurement date for equity awards granted to non-employees
is the earlier of the performance commitment date or the date
the services required under the arrangement have been completed.
Non-employee awards are classified as liabilities on the
Consolidated Balance Sheets and are therefore remeasured at each
interim reporting period until the Options are exercised,
cancelled or expire unexercised. At August 31, 2010 and
August 31, 2009, $8.0 thousand and $47.0 thousand,
respectively, related to non-employee stock-based awards were
classified as a liability on the Companys Consolidated
Balance Sheets and a gain of $39.0 thousand and a gain of
$0.1 million were recorded in the Consolidated Statements
of Operations for the 12 months ended August 31, 2010
and 2009, respectively, resulting from re-measurement of the
awards.
At August 31, 2010, the Company had 111,414 Options
outstanding that will be settled by the Company with cash. The
Company classifies cash-settled awards as liabilities on the
Consolidated Balance Sheets and measures these awards at fair
value at each reporting date until the award is ultimately
settled (i.e. until the Option is exercised, canceled or expires
unexercised). All changes in fair value are recorded in the
Consolidated Statements of Operations at each reporting date. At
August 31, 2010 and 2009, $0.1 million and
$0.1 million, respectively, related to cash settled awards
were recorded as a liability on the Consolidated Balance Sheets.
The Company recognized a gain of $96.8 thousand and a loss of
$65.3 thousand in the Consolidated Statements of Operations of
for the fiscal year ended August 31, 2010 and 2009,
respectively, to record the awards at fair value.
The following table summarizes option activity from
September 1, 2009 through August 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
|
Available
|
|
|
Options
|
|
|
Aggregate
|
|
|
Exercise
|
|
|
Contractual
|
|
|
|
for Grant
|
|
|
Outstanding
|
|
|
Intrinsic Value
|
|
|
Price
|
|
|
Life (Years)
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Balance at September 1, 2009
|
|
|
5,128,096
|
|
|
|
15,021,674
|
|
|
$
|
154
|
|
|
$
|
24.04
|
|
|
|
4.9
|
|
Options authorized
|
|
|
8,200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options expired
|
|
|
(963,570
|
)
|
|
|
|
|
|
|
|
|
|
$
|
23.16
|
|
|
|
|
|
Options granted(1)
|
|
|
|
|
|
|
28,570
|
|
|
|
|
|
|
$
|
14.88
|
|
|
|
|
|
Options cancelled
|
|
|
1,781,584
|
|
|
|
(1,781,584
|
)
|
|
|
|
|
|
$
|
25.37
|
|
|
|
|
|
Restricted stock awards(2)
|
|
|
(3,666,109
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
|
|
|
|
(114,388
|
)
|
|
|
|
|
|
$
|
13.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at August 31, 2010
|
|
|
10,480,001
|
|
|
|
13,154,272
|
|
|
$
|
95
|
|
|
$
|
24.10
|
|
|
|
4.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at August 31, 2010
|
|
|
|
|
|
|
12,217,581
|
|
|
$
|
22
|
|
|
$
|
24.24
|
|
|
|
3.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents stock appreciation rights that will be settled in
cash. |
|
(2) |
|
Represents the maximum number of shares that can be issued based
on the achievement of certain performance criteria. |
105
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
|
|
b.
|
Restricted
Stock Awards
|
Beginning in fiscal year 2005, the Company granted restricted
stock awards to certain key employees pursuant to the 2002 Stock
Incentive Plan. The awards granted in fiscal year 2005 vested
during the first quarter of fiscal year 2010, which is five
years from the date of grant. In fiscal year 2006, the Company
began granting certain restricted stock awards that have
performance conditions that will be measured at the end of the
employees requisite service period, which provide a range
of vesting possibilities from 0% to 200%. The performance-based
restricted awards generally vest on a cliff vesting schedule
over a three-year period. The stock-based compensation expense
for these restricted stock awards (including restricted stock
and restricted stock units) is measured at fair value on the
date of grant based on the number of shares expected to vest and
the quoted market price of the Companys common stock. For
restricted stock awards with performance conditions, stock-based
compensation expense is originally based on the number of shares
that would vest if the Company achieved 100% of the performance
goal, which was the probable outcome at the grant date.
Throughout the requisite service period management monitors the
probability of achievement of the performance condition. If it
becomes probable, based on the Companys performance, that
more or less than the current estimate of the awarded shares
will vest, an adjustment to stock-based compensation expense
will be recognized as a change in accounting estimate.
During the second quarter of fiscal year 2009, it was determined
that none of the restricted stock awards that were granted in
fiscal year 2008 with performance conditions were probable of
vesting. This change in estimate resulted in a reversal of
$10.2 million in stock-based compensation expense from the
Consolidated Statements of Operations in the second quarter of
fiscal year 2009. During the second quarter of fiscal year 2010,
it was determined that 40% of the restricted stock awards that
were granted in fiscal year 2008 with performance conditions
were probable of vesting. This change in estimate resulted in
the recognition of $7.1 million in stock-based compensation
expense during the second quarter of fiscal year 2010. During
the third quarter of fiscal year 2010, it was further determined
that 110% of the restricted stock awards that were granted in
fiscal year 2008 with performance conditions were probable of
vesting. This change in estimate resulted in the recognition of
$14.3 million in stock-based compensation expense during
the third quarter of fiscal year 2010. During the fourth quarter
of fiscal year 2010, it was further determined that 150% of the
restricted stock awards that were granted in fiscal year 2008
with performance conditions were probable of vesting. This
change in estimate resulted in the recognition of
$8.4 million in stock-based compensation expense during the
fourth quarter of fiscal year 2010. Additionally, it was
determined that 200% of the restricted stock awards that were
granted in fiscal years 2009 and 2010 with performance
conditions were probable of vesting in fiscal years 2011 and
2012. This change in estimate resulted in the recognition of
$15.2 million in stock-based compensation expense during
the fourth quarter of fiscal year 2010.
The Company began granting time-based restricted stock to
employees in fiscal year 2007. The time-based restricted shares
granted generally vest on a graded vesting schedule over three
years. The stock-based compensation expense for these restricted
stock awards (including restricted stock and restricted stock
units) is measured at fair value on the date of grant based upon
the quoted market price of the Companys common stock.
In fiscal year 2008, the Company began granting certain
restricted stock awards with a vesting condition that is tied to
the Standard and Poors 500 Composite Index. Such a market
condition must be considered in the grant date fair value of the
award with such fair value determination made using a lattice
model, which utilizes multiple input variables to determine the
probability of the Company achieving the specified market
conditions. Stock-based compensation expense related to an award
with a market condition will be recognized over the requisite
service period regardless of whether the market condition is
satisfied, provided that the requisite service period has been
completed.
At August 31, 2010, there was $43.2 million of total
unrecognized stock-based compensation expense related to
restricted stock awards granted under the 2002 Stock Incentive
Plan. This expense is expected to be recognized over a
weighted-average period of 1.5 years.
106
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The following table summarizes restricted stock activity from
September 1, 2009 through August 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted -
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Grant-Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Nonvested balance at September 1, 2009
|
|
|
10,201,552
|
|
|
$
|
15.50
|
|
Changes during the period
|
|
|
|
|
|
|
|
|
Shares granted(1)
|
|
|
5,787,295
|
|
|
$
|
14.28
|
|
Shares vested
|
|
|
(1,678,390
|
)
|
|
$
|
17.62
|
|
Shares forfeited
|
|
|
(2,121,186
|
)
|
|
$
|
24.15
|
|
|
|
|
|
|
|
|
|
|
Nonvested balance at August 31, 2010
|
|
|
12,189,271
|
|
|
$
|
13.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the maximum number of shares that can vest based on
the achievement of certain performance criteria. |
|
|
c.
|
Employee
Stock Purchase Plan
|
The ESPP was adopted by the Companys Board of Directors in
October 2001 and approved by the shareholders in January 2002.
Initially there were 2,000,000 shares reserved under the
ESPP. An additional 2,000,000 shares and
3,000,000 shares were authorized for issuance under the
ESPP and approved by stockholders in January 2006 and January
2009, respectively. The Company also adopted a
sub-plan
under the ESPP for its Indian employees. The Indian
sub-plan is
a tax advantaged plan for the Companys Indian employees.
Shares are issued under the Indian
sub-plan
from the authorized shares under the ESPP.
Employees are eligible to participate in the ESPP after
90 days of employment with the Company. The ESPP permits
eligible employees to purchase common stock through payroll
deductions, which may not exceed 10% of an employees
compensation, as defined in the ESPP, at a price equal to 85% of
the fair market value of the common stock at the beginning or
end of the offering period, whichever is lower. The ESPP is
intended to qualify under section 423 of the Internal
Revenue Code. Unless terminated sooner, the ESPP will terminate
on October 17, 2011.
The maximum number of shares that a participant may purchase in
an offering period is determined semiannually in June and
December. As such, there were 1,127,017, 1,248,314 and
824,498 shares purchased under the ESPP during the
12 months ended August 31, 2010, 2009 and 2008,
respectively. At August 31, 2010, a total of
5,791,719 shares had been issued under the ESPP.
The fair value of shares issued under the ESPP was estimated on
the commencement date of each offering period using the
Black-Scholes option pricing model. The following
weighted-average assumptions were used in the model for each
respective period:
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
2010
|
|
2009
|
|
2008
|
|
Expected dividend yield
|
|
1.5%
|
|
1.5%
|
|
1.0%
|
Risk-free interest rate
|
|
0.3%
|
|
1.1%
|
|
3.6%
|
Expected volatility
|
|
79.7%
|
|
74.6%
|
|
43.5%
|
Expected life
|
|
0.5 years
|
|
0.5 years
|
|
0.5 years
|
107
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The following table sets forth certain information relating to
the Companys cash dividends declared to common
stockholders during fiscal years 2010 and 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of Cash
|
|
|
|
|
|
|
Dividend
|
|
Dividend
|
|
Dividends
|
|
Date of Record for
|
|
Dividend Cash
|
|
|
Declaration Date
|
|
per Share
|
|
Declared
|
|
Dividend Payment
|
|
Payment Date
|
|
|
(In thousands, except per share data)
|
|
Fiscal year 2010:
|
|
October 22, 2009
|
|
$
|
0.07
|
|
|
$
|
15, 186(1
|
)
|
|
November 16, 2009
|
|
December 1, 2009
|
|
|
January 22, 2010
|
|
$
|
0.07
|
|
|
$
|
15,238
|
|
|
February 16, 2010
|
|
March 1, 2010
|
|
|
April 14, 2010
|
|
$
|
0.07
|
|
|
$
|
15,221
|
|
|
May 17, 2010
|
|
June 1, 2010
|
|
|
July 22, 2010
|
|
$
|
0.07
|
|
|
$
|
15,247
|
|
|
August 16, 2010
|
|
September 1, 2010
|
Fiscal year 2009:
|
|
October 24, 2008
|
|
$
|
0.07
|
|
|
$
|
14,916
|
|
|
November 17, 2008
|
|
December 1, 2008
|
|
|
January 22, 2009
|
|
$
|
0.07
|
|
|
$
|
14,974
|
|
|
February 17, 2009
|
|
March 2, 2009
|
|
|
April 23, 2009
|
|
$
|
0.07
|
|
|
$
|
14,954
|
|
|
May 15, 2009
|
|
June 1, 2009
|
|
|
July 16, 2009
|
|
$
|
0.07
|
|
|
$
|
14,992
|
|
|
August 17, 2009
|
|
September 1, 2009
|
|
|
|
(1) |
|
Of the $15.2 million in total dividends declared during the
first fiscal quarter of 2010, $14.4 million was paid out of
additional paid-in capital (which represents the amount of
dividends declared in excess of the Companys retained
earnings balance at the date that the dividends were declared). |
|
|
12.
|
Concentration
of Risk and Segment Data
|
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and
cash equivalents and trade receivables. The Company maintains
cash and cash equivalents with various domestic and foreign
financial institutions. Deposits held with the financial
institutions may exceed the amount of insurance provided on such
deposits, but may generally be redeemed upon demand. The Company
performs periodic evaluations of the relative credit standing of
the financial institutions and attempts to limit exposure with
any one institution. With respect to trade receivables, the
Company performs ongoing credit evaluations of its customers and
generally does not require collateral. The Company maintains an
allowance for potential credit losses on trade receivables.
Sales of the Companys products are concentrated among
specific customers. For the fiscal year ended August 31,
2010, the Companys five largest customers accounted for
approximately 45% of its net revenue and 48 customers accounted
for approximately 90% of its net revenue. Sales to the following
customers who accounted for 10% or more of the Companys
net revenues, expressed as a percentage of consolidated net
revenue, and the percentage of accounts receivable for each
customer, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Net Revenue
|
|
|
Percentage of Accounts Receivable
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010
|
|
|
2009
|
|
|
Cisco Systems, Inc
|
|
|
15
|
%
|
|
|
13
|
%
|
|
|
16
|
%
|
|
|
*
|
|
|
|
*
|
|
Research in Motion Limited
|
|
|
15
|
%
|
|
|
12
|
%
|
|
|
*
|
|
|
|
*
|
|
|
|
10
|
%
|
Hewlett-Packard Company
|
|
|
*
|
|
|
|
*
|
|
|
|
11
|
%
|
|
|
12
|
%
|
|
|
10
|
%
|
|
|
|
* |
|
Amount was less than 10% of total |
Sales to the above customers were reported in the Consumer, EMS
and AMS operating segments.
108
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The Company procures components from a broad group of suppliers,
determined on an
assembly-by-assembly
basis. Almost all of the products manufactured by the Company
require one or more components that are available from only a
single source.
Operating segments are defined as components of an enterprise
that engage in business activities from which it may earn
revenues and incur expenses; for which separate financial
information is available; and whose operating results are
regularly reviewed by the chief operating decision maker to
assess the performance of the individual segment and make
decisions about resources to be allocated to the segment.
The Company derives its revenue from providing comprehensive
electronics design, production, product management and
aftermarket services. Management, including the Chief Executive
Officer, evaluates performance and allocates resources on a
divisional basis for manufacturing and service operating
segments. The Companys operating segments consist of three
segments Consumer, EMS and AMS.
Net revenue for the operating segments is attributed to the
division in which the product is manufactured or service is
performed. An operating segments performance is evaluated
on its pre-tax operating contribution, or segment income.
Segment income is defined as net revenue less cost of revenue,
segment selling, general and administrative expenses, segment
research and development expenses and an allocation of corporate
manufacturing expenses and selling, general and administrative
expenses, and does not include amortization of intangibles,
stock-based compensation expense, restructuring and impairment
charges, goodwill impairment charges, loss on disposal of
subsidiaries, other expense, interest income, interest expense,
income tax expense or adjustment for net income (loss)
attributable to noncontrolling interests. Total segment assets
are defined as trade accounts receivable, inventories, net
customer related machinery and equipment, intangible assets net
of accumulated amortization and goodwill. All other non-segment
assets are reviewed on a global basis by management.
Transactions between operating segments are generally recorded
at amounts that approximate arms length.
The following table sets forth operating segment information (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
EMS
|
|
$
|
7,903,638
|
|
|
$
|
6,802,482
|
|
|
$
|
8,217,847
|
|
Consumer
|
|
|
4,697,415
|
|
|
|
4,160,105
|
|
|
|
3,895,128
|
|
AMS
|
|
|
808,358
|
|
|
|
721,951
|
|
|
|
666,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
13,409,411
|
|
|
$
|
11,684,538
|
|
|
$
|
12,779,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
109
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Segment income (loss) and reconciliation of income (loss)
before income tax
|
|
|
|
|
|
|
|
|
|
|
|
|
EMS
|
|
$
|
359,319
|
|
|
$
|
131,754
|
|
|
$
|
275,692
|
|
Consumer
|
|
|
62,802
|
|
|
|
51,764
|
|
|
|
55,119
|
|
AMS
|
|
|
68,809
|
|
|
|
63,317
|
|
|
|
49,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment income
|
|
$
|
490,930
|
|
|
$
|
246,835
|
|
|
$
|
379,897
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
(104,609
|
)
|
|
|
(44,026
|
)
|
|
|
(36,404
|
)
|
Amortization of intangibles
|
|
|
(25,934
|
)
|
|
|
(31,039
|
)
|
|
|
(37,288
|
)
|
Restructuring and impairment charges
|
|
|
(8,217
|
)
|
|
|
(51,894
|
)
|
|
|
(54,808
|
)
|
Goodwill impairment charges
|
|
|
|
|
|
|
(1,022,821
|
)
|
|
|
|
|
Loss on disposal of subsidiaries
|
|
|
(24,604
|
)
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
(4,087
|
)
|
|
|
(20,111
|
)
|
|
|
(11,902
|
)
|
Interest income
|
|
|
2,956
|
|
|
|
7,426
|
|
|
|
12,014
|
|
Interest expense
|
|
|
(79,168
|
)
|
|
|
(82,247
|
)
|
|
|
(94,316
|
)
|
Distressed customer charges
|
|
|
|
|
|
|
(7,256
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
$
|
247,267
|
|
|
$
|
(1,005,133
|
)
|
|
$
|
157,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
$
|
1,964,879
|
|
|
$
|
1,723,934
|
|
|
$
|
2,134,318
|
|
EMS
|
|
|
2,556,477
|
|
|
|
2,017,575
|
|
|
|
3,006,485
|
|
AMS
|
|
|
290,595
|
|
|
|
280,126
|
|
|
|
223,561
|
|
Other non-allocated assets
|
|
|
1,555,796
|
|
|
|
1,296,223
|
|
|
|
1,667,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,367,747
|
|
|
$
|
5,317,858
|
|
|
$
|
7,032,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Note 9 Restructuring and Impairment
Charges for discussion of the Companys restructuring
plan initiated in fiscal years 2009 and 2006.
The Company operates in 22 countries worldwide. Sales to
unaffiliated customers are based on the Companys location
that provides the electronics design, production, product
management or aftermarket services. The following table sets
forth external net revenue, net of intercompany eliminations,
and long-lived asset information where individual countries
represent a material portion of the total (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
External net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexico
|
|
$
|
3,438,436
|
|
|
$
|
2,704,681
|
|
|
$
|
2,042,763
|
|
China
|
|
|
2,410,590
|
|
|
|
2,444,307
|
|
|
|
2,841,404
|
|
U.S.
|
|
|
2,049,700
|
|
|
|
1,887,773
|
|
|
|
2,605,155
|
|
Hungary
|
|
|
1,230,788
|
|
|
|
1,005,144
|
|
|
|
755,844
|
|
Malaysia
|
|
|
1,164,255
|
|
|
|
814,425
|
|
|
|
995,981
|
|
Brazil
|
|
|
609,198
|
|
|
|
510,071
|
|
|
|
419,359
|
|
Poland
|
|
|
513,514
|
|
|
|
478,457
|
|
|
|
972,575
|
|
Other
|
|
|
1,992,930
|
|
|
|
1,839,680
|
|
|
|
2,146,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
13,409,411
|
|
|
$
|
11,684,538
|
|
|
$
|
12,779,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
China
|
|
$
|
483,181
|
|
|
$
|
413,064
|
|
|
$
|
481,770
|
|
U.S.
|
|
|
255,108
|
|
|
|
252,574
|
|
|
|
359,451
|
|
Mexico
|
|
|
212,409
|
|
|
|
247,605
|
|
|
|
188,823
|
|
Taiwan
|
|
|
110,237
|
|
|
|
133,395
|
|
|
|
633,301
|
|
Malaysia
|
|
|
102,700
|
|
|
|
101,246
|
|
|
|
117,344
|
|
Poland
|
|
|
98,395
|
|
|
|
91,188
|
|
|
|
137,800
|
|
Hungary
|
|
|
90,091
|
|
|
|
80,618
|
|
|
|
149,010
|
|
Singapore
|
|
|
74,538
|
|
|
|
1,083
|
|
|
|
3,309
|
|
Other
|
|
|
157,301
|
|
|
|
213,244
|
|
|
|
613,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,583,960
|
|
|
$
|
1,534,017
|
|
|
$
|
2,684,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total foreign source net revenue was approximately
$11.4 billion, $9.8 billion, and $10.2 billion
for the fiscal years ended August 31, 2010, 2009 and 2008,
respectively. Total long-lived assets related to the
Companys foreign operations were approximately
$1.3 billion, $1.3 billion, and $2.3 billion for
the fiscal years ended August 31, 2010, 2009 and 2008,
respectively.
|
|
13.
|
Derivative
Financial Instruments and Hedging Activities
|
The Company is directly and indirectly affected by changes in
certain market conditions. These changes in market conditions
may adversely impact the Companys financial performance
and are referred to as market risks. The Company, where deemed
appropriate, uses derivatives as a risk management tool to
mitigate the potential impact of certain market risks. The
primary market risks managed by the Company through the use of
derivatives instruments are foreign currency fluctuation risk
and interest rate risk.
All derivative instruments are recorded on the Consolidated
Balance Sheets at their respective fair values. The accounting
for changes in the fair value of a derivative instrument depends
on the intended use and designation of the derivative
instrument. For derivative instruments that are designated and
qualify as a fair value hedge, the gain or loss on the
derivative and the offsetting gain or loss on the hedged item
attributable to the hedged risk are recognized in current
earnings. For derivative instruments that are designated and
qualify as a cash flow hedge, the effective portion of the gain
or loss on the derivative instrument is initially reported as a
component of accumulated other comprehensive income
(AOCI), net of tax, and is subsequently reclassified
into the line item in the Consolidated Statements of Operations
in which the hedged items are recorded in the same period in
which the hedged item affects earnings. The ineffective portion
of the gain or loss is recognized immediately in current
earnings. For derivative instruments that are not designated as
hedging instruments, gains and losses from changes in fair
values are recognized currently in earnings.
For derivatives accounted for as hedging instruments, the
Company formally designates and documents, at inception, the
financial instruments as a hedge of a specific underlying
exposure, the risk management objective and the strategy for
undertaking the hedge transaction. In addition, the Company
formally assesses, both at inception and at least quarterly
thereafter, whether the financial instruments used in hedging
transactions are effective at offsetting changes in the cash
flows on the related underlying exposures.
|
|
a.
|
Foreign
Currency Risk Management:
|
Forward contracts are put in place to manage the foreign
currency risk associated with various commitments arising from
trade accounts receivable, trade accounts payable and fixed
purchase obligations. A hedging relationship existed that
related to certain anticipated foreign currency denominated
revenues and expenses, with an aggregate notional amount
outstanding of $67.2 million and $29.3 million at
August 31, 2010 and 2009,
111
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
respectively. The related forward foreign exchange contracts
have been designated as hedging instruments and are accounted
for as cash flow hedges. The forward foreign exchange contract
transactions will effectively lock in the value of anticipated
foreign currency denominated revenues and expenses against
foreign currency fluctuations. The anticipated foreign currency
denominated revenues and expenses being hedged are expected to
occur between September 1, 2010 and March 31, 2011.
In addition to derivatives that are designated and qualify for
hedge accounting, the Company also enters into forward contracts
to economically hedge transactional exposure associated with
commitments arising from trade accounts receivable, trade
accounts payable and fixed purchase obligations denominated in a
currency other than the functional currency of the respective
operating entity. The aggregate notional amount of these
outstanding contracts at August 31, 2010 and 2009 was
$414.5 million and $841.0 million, respectively.
The following table presents the Companys assets and
liabilities related to foreign forward exchange contracts
measured at fair value on a recurring basis as of
August 31, 2010, aggregated by the level in the fair-value
hierarchy within which those measurements fall (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts
|
|
$
|
|
|
|
$
|
5,483
|
|
|
$
|
|
|
|
$
|
5,483
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts
|
|
|
|
|
|
|
(4,314
|
)
|
|
|
|
|
|
|
(4,314
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
1,169
|
|
|
$
|
|
|
|
$
|
1,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys forward foreign exchange contracts are
measured on a recurring basis at fair value, based on foreign
currency spot rates and forward rates quoted by banks or foreign
currency dealers.
The following table presents the fair value of the
Companys derivative instruments located on the
Consolidated Balance Sheets utilized for foreign currency risk
management purposes at August 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Values of Derivative Instruments At August 31,
2010
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
669
|
|
|
Other accrued expense
|
|
$
|
1,046
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
4,814
|
|
|
Other accrued expense
|
|
$
|
3,268
|
|
112
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The following table presents the fair value of the
Companys derivative instruments located on the
Consolidated Balance Sheets utilized for foreign currency risk
management purposes at August 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Values of Derivative Instruments At August 31,
2009
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
961
|
|
|
Other accrued expense
|
|
$
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
9,913
|
|
|
Other accrued expense
|
|
$
|
5,511
|
|
The following table presents the impact that changes in fair
value of derivatives utilized for foreign currency risk
management purposes and designated as hedging instruments had on
AOCI and earnings during the 12 months ended
August 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of Gain
|
|
Amount of Gain
|
|
|
|
|
|
|
|
|
(Loss) Recognized in
|
|
(Loss) Recognized in
|
|
|
Amount of Gain
|
|
Location of Gain
|
|
Amount of Gain
|
|
Income on Derivative
|
|
Income on Derivative
|
Derivatives in Cash Flow
|
|
(Loss) Recognized
|
|
(Loss) Reclassified
|
|
(Loss) Reclassified
|
|
(Ineffective Portion
|
|
(Ineffective Portion
|
Hedging Relationship for
|
|
in OCI on
|
|
from AOCI
|
|
from AOCI
|
|
and Amount Excluded
|
|
and Amount Excluded
|
the Fiscal Year Ended
|
|
Derivative
|
|
into Income
|
|
into Income
|
|
from Effectiveness
|
|
from Effectiveness
|
August 31, 2010
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
Testing)
|
|
Testing)
|
|
Forward foreign exchange contracts
|
|
$
|
(10,656
|
)
|
|
Revenue
|
|
$
|
(10,583
|
)
|
|
Revenue
|
|
$
|
95
|
|
Forward foreign exchange contracts
|
|
$
|
8,943
|
|
|
Cost of revenue
|
|
$
|
10,232
|
|
|
Cost of revenue
|
|
$
|
3,374
|
|
Forward foreign exchange contracts
|
|
$
|
(33
|
)
|
|
Selling, general and administrative
|
|
$
|
35
|
|
|
Selling, general and administrative
|
|
$
|
51
|
|
The following table presents the impact that changes in fair
value of derivatives utilized for foreign currency risk
management purposes and designated as hedging instruments had on
AOCI and earnings during the 12 months ended
August 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of Gain
|
|
Amount of Gain
|
|
|
|
|
|
|
|
|
(Loss) Recognized in
|
|
(Loss) Recognized in
|
|
|
Amount of Gain
|
|
Location of Gain
|
|
Amount of Gain
|
|
Income on Derivative
|
|
Income on Derivative
|
Derivatives in Cash Flow
|
|
(Loss) Recognized
|
|
(Loss) Reclassified
|
|
(Loss) Reclassified
|
|
(Ineffective Portion
|
|
(Ineffective Portion
|
Hedging Relationship for
|
|
in OCI on
|
|
from AOCI
|
|
from AOCI
|
|
and Amount Excluded
|
|
and Amount Excluded
|
the Fiscal Year Ended
|
|
Derivative
|
|
into Income
|
|
into Income
|
|
from Effectiveness
|
|
from Effectiveness
|
August 31, 2009
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
Testing)
|
|
Testing)
|
|
Forward foreign exchange contracts
|
|
$
|
705
|
|
|
Cost of revenue
|
|
$
|
307
|
|
|
Cost of revenue
|
|
$
|
659
|
|
As of August 31, 2010, the Company estimates that it will
reclassify into earnings during the next 12 months existing
losses related to foreign currency risk management hedging
arrangements of approximately $1.0 million from the amounts
recorded in AOCI as the anticipated cash flows occur.
113
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
The following table presents the impact that changes in fair
value of derivatives utilized for foreign currency risk
management purposes and not designated as hedging instruments
had on earnings during the 12 months ended August 31,
2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain
|
|
|
|
|
(Loss) Recognized in
|
|
|
|
|
Income on Derivative
|
|
|
Location of Gain
|
|
for the 12 Months
|
|
|
(Loss) Recognized in
|
|
Ended August 31,
|
Derivatives not Designated as Hedging Instruments
|
|
Income on Derivative
|
|
2010
|
|
Forward foreign exchange contracts
|
|
|
Cost of revenue
|
|
|
$
|
15,967
|
|
|
|
b.
|
Interest
Rate Risk Management:
|
The Company periodically enters into interest rate swaps to
manage interest rate risk associated with the Companys
variable rate borrowings. During fiscal year 2010, a hedging
relationship existed related to interest payments associated
with $100.0 million of the Companys variable rate
debt. At August 31, 2010, the Company had no asset,
liability or amounts recorded in AOCI related to interest rate
swaps, as the interest rate swap liability has been settled and
the underlying interest payments have been recorded in the
Companys Consolidated Statements of Operations. The
following table presents the impact that changes in the fair
value of the derivative utilized for interest rate risk
management and designated as a hedging instrument had on AOCI
and earnings for the 12 months ended August 31, 2010
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of Gain or
|
|
|
Amount of Gain or
|
|
|
|
|
|
|
|
|
|
Amount of Gain
|
|
|
(Loss) Recognized in
|
|
|
(Loss) Recognized in
|
|
|
|
Amount of Gain
|
|
|
Location of Gain (Loss)
|
|
|
or (Loss)
|
|
|
Income on Derivative
|
|
|
Income on Derivative
|
|
|
|
(Loss) Recognized
|
|
|
Reclassified from
|
|
|
Reclassified from
|
|
|
(Ineffective Portion
|
|
|
(Ineffective Portion
|
|
|
|
in OCI on
|
|
|
Accumulated OCI
|
|
|
Accumulated OCI
|
|
|
and Amount Excluded
|
|
|
and Amount Excluded
|
|
|
|
Derivative
|
|
|
into Income
|
|
|
into Income
|
|
|
from Effectiveness
|
|
|
from Effectiveness
|
|
Derivatives in Cash Flow Hedging Relationship for the Fiscal
Year Ended August 31, 2010
|
|
(Effective Portion)
|
|
|
(Effective Portion)
|
|
|
(Effective Portion)
|
|
|
Testing)
|
|
|
Testing)
|
|
|
Interest rate swap
|
|
$
|
(13
|
)
|
|
|
Interest expense
|
|
|
$
|
(4,218
|
)
|
|
|
Interest expense
|
|
|
$
|
|
|
As of August 31, 2010, the Company estimates that it will
reclassify into earnings during the next 12 months existing
losses related to interest rate risk management hedging
arrangements of approximately $4.0 million from the amounts
recorded in AOCI as the anticipated cash flows occur.
The following table presents the impact that changes in the fair
value of the derivative utilized for interest rate risk
management and designated as a hedging instrument had on AOCI
and earnings for the 12 months ended August 31, 2009
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of Gain or
|
|
|
Amount of Gain or
|
|
|
|
|
|
|
|
|
|
Amount of Gain
|
|
|
(Loss) Recognized in
|
|
|
(Loss) Recognized in
|
|
|
|
|
|
|
Location of Gain (Loss)
|
|
|
or (Loss)
|
|
|
Income on Derivative
|
|
|
Income on Derivative
|
|
|
|
Amount of Gain
|
|
|
Reclassified from
|
|
|
Reclassified from
|
|
|
(Ineffective Portion
|
|
|
(Ineffective Portion
|
|
|
|
(Loss) Recognized
|
|
|
Accumulated OCI
|
|
|
Accumulated OCI
|
|
|
and Amount Excluded
|
|
|
and Amount Excluded
|
|
|
|
in OCI on Derivative
|
|
|
into Income
|
|
|
into Income
|
|
|
from Effectiveness
|
|
|
from Effectiveness
|
|
Derivatives in Cash Flow Hedging Relationship for the Fiscal
Year Ended August 31, 2009
|
|
(Effective Portion)
|
|
|
(Effective Portion)
|
|
|
(Effective Portion)
|
|
|
Testing)
|
|
|
Testing)
|
|
|
Interest rate swap
|
|
$
|
(549
|
)
|
|
|
Interest expense
|
|
|
$
|
(4,244
|
)
|
|
|
Interest expense
|
|
|
$
|
|
|
The changes related to cash flow hedges included in AOCI net of
tax are as follows (in thousands):
|
|
|
|
|
Accumulated comprehensive loss August 31, 2008
|
|
$
|
(22,954
|
)
|
Net gain for the period
|
|
|
156
|
|
Net loss transferred to earnings
|
|
|
3,937
|
|
|
|
|
|
|
Accumulated comprehensive loss, August 31, 2009
|
|
$
|
(18,861
|
)
|
Net loss for the period
|
|
|
(1,759
|
)
|
Net loss transferred to earnings
|
|
|
4,534
|
|
|
|
|
|
|
Accumulated comprehensive loss, August 31, 2010
|
|
$
|
(16,086
|
)
|
|
|
|
|
|
114
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
|
|
14.
|
Loss on
Disposal of Subsidiaries
|
|
|
a.
|
Jabil
Circuit Automotive, SAS
|
On October 27, 2009, the Company sold its subsidiary, Jabil
Circuit Automotive, SAS, an automotive electronics manufacturing
subsidiary located in Western Europe to an unrelated
third-party. As a result of this sale, the Company recorded a
loss on disposition of $15.7 million in the first quarter
of fiscal year 2010, which included transaction-related costs of
approximately $4.2 million. These costs are recorded to
loss on disposal of subsidiary on the Consolidated Statements of
Operations, which is a component of operating income. Jabil
Circuit Automotive had net revenue and an operating loss of
$15.5 million and $1.4 million, respectively from the
beginning of the 2010 fiscal year through the date of
disposition.
|
|
b.
|
French
and Italian Subsidiaries
|
On July 16, 2010, the Company sold its operations in Italy
as well as its remaining operations in France to an unrelated
third party. Divested operations, inclusive of four sites and
approximately 1,500 employees, had net revenues and an
operating loss of $298.6 million and $39.6 million,
respectively from the beginning of the 2010 fiscal year through
the date of disposition.
In connection with this transaction, the Company provided an
aggregate $25.0 million working capital loan to the
disposed operations and agreed to provide for the aggregate
potential reimbursement of up to $10.0 million in
restructuring costs dependent upon the occurrence of certain
future events. The working capital loan bears interest on a
quarterly basis at LIBOR plus 500 basis points and is
repayable over approximately 44 months dependent upon the
achievement of certain specified quarterly financial results of
the operations being disposed, which if not met would result in
the forgiveness of all or a portion of the loan. Accordingly,
dependent on the occurrence of such future events, the Company
may incur up to an additional $28.5 million of charges. As
a result of this sale, the Company recorded a loss on
disposition of $8.9 million in the fourth quarter of fiscal
year 2010, which included transaction-related costs of
$1.7 million and a charge of $6.5 million in order to
record the working capital loan at its respective fair market
value at August 31, 2010 based upon a discounted cash flow
analysis. These costs are recorded to loss on disposal of
subsidiaries on the Consolidated Statements of Operations, which
is a component of operating income.
|
|
15.
|
New
Accounting Pronouncements
|
|
|
a.
|
Recently
Adopted Accounting Pronouncements:
|
In December 2008, the Financial Accounting Standards Board
(FASB) issued new accounting guidance that requires
enhanced annual disclosures about the plan assets of a
companys defined benefit pension and other postretirement
plans intended to provide users of financial statements with a
greater understanding of: (1) how investment allocation
decisions are made, including the factors that are pertinent to
an understanding of investment policies and strategies;
(2) the major categories of plan assets; (3) the
inputs and valuation techniques used to measure the fair value
of plan assets; (4) the effect of fair value measurements,
using significant unobservable inputs (Level 3) on
changes in plan assets for the period; and (5) significant
concentrations of risk within plan assets. The new guidance
resulted in enhanced disclosures beginning with the
Companys
Form 10-K
for the year ended August 31, 2010. The adoption did not
have a significant impact on the Companys consolidated
financial statements. Refer to Note 8
Postretirement and Other Employee Benefits to review
the enhanced disclosure provided.
In January 2010, the FASB issued guidance related to fair value
disclosure requirements. The new guidance resulted in a change
in the Companys accounting policy effective March 1,
2010. Under this guidance, companies will be required to make
additional disclosures concerning significant transfers of
amounts between the Level 1 and Level 2 fair value
disclosures, as well as further disaggregation of the types of
activity that were previously disclosed in the rollforward of
Level 3 fair value disclosures. Further, the guidance
clarifies the level of aggregation
115
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
of assets and liabilities within the fair value hierarchy that
may be presented. The adoption of this guidance did not have a
significant impact on the Companys consolidated financial
statements.
In August 2009, the FASB issued new accounting guidance
concerning measuring liabilities at fair value, which resulted
in a change in the Companys accounting policy effective
September 1, 2009. The new accounting guidance provides
clarification that in circumstances in which a quoted price in
an active market for the identical liability is not available, a
reporting entity is required to measure fair value using certain
valuation techniques. Additionally, it clarifies that a
reporting entity is not required to adjust the fair value of a
liability for the existence of a restriction that prevents the
transfer of the liability. The adoption did not have a
significant impact on the Companys consolidated financial
statements.
Effective July 2009, the FASB codified accounting literature
into a single source of authoritative accounting principles,
except for certain authoritative rules and interpretive releases
issued by the SEC. Since the codification did not alter existing
U.S. GAAP, it did not have an impact on the Companys
consolidated financial statements. All references to
pre-codified U.S. GAAP have been removed from the
Companys
Form 10-K
for the year ended August 31, 2010.
In December 2007, the FASB issued new accounting and disclosure
guidance related to noncontrolling interests in subsidiaries
(previously referred to as minority interests), which resulted
in a change in the Companys accounting policy effective
September 1, 2009. Among other things, the new guidance
requires that a noncontrolling interest in a subsidiary be
accounted for as a component of equity separate from the
parents equity, rather than as a liability. It also
requires that consolidated net income be reported at amounts
that include the amounts attributable to both the parent and the
noncontrolling interests. The new guidance is being applied
prospectively, except for the presentation and disclosure
requirements, which have been applied retrospectively. The
adoption of this guidance did not have a significant impact on
the Companys consolidated financial statements.
In December 2007, the FASB amended its guidance on accounting
for business combinations. The new accounting guidance resulted
in a change in the Companys accounting policy effective
September 1, 2009, and is being applied prospectively to
all business combinations subsequent to the effective date.
Among other things, the new guidance amends the principles and
requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the
liabilities assumed and any noncontrolling interest in the
acquiree and the goodwill acquired. It also establishes new
disclosure requirements to enable the evaluation of the nature
and financial effects of the business combination. The adoption
of this accounting guidance did not have a significant impact on
the Companys consolidated financial statements, and the
impact it will have on the Companys consolidated financial
statements in future periods will depend on the nature and size
of business combinations completed subsequent to the date of
adoption.
In June 2008, the FASB issued accounting guidance on earnings
per share which provides that unvested share-based payment
awards that contain non-forfeitable rights to dividends or
dividend equivalents, whether paid or unpaid, be considered
participating securities and therefore included in the
computation of earnings per share pursuant to the two-class
method. The two-class method of computing earnings per share is
an earnings allocation formula that determines earnings per
share for each class of common stock and any participating
securities as if all earnings for the period had been
distributed. The Companys participating securities consist
of unvested restricted stock awards. The new accounting guidance
resulted in a change in the Companys accounting policy
effective September 1, 2009 and requires that all
prior-period earnings per share data that is presented be
adjusted retrospectively. The adoption of this accounting
guidance did not have a significant impact on the Companys
consolidated financial statements. Refer to
Note 1 Description of Business and
Summary of Significant Accounting Policies for further
discussion on adoption of this accounting guidance.
In September 2006, the FASB issued accounting guidance that
provided a common definition of fair value and established a
framework to make the measurement of fair value under
U.S. GAAP more consistent and comparable. It also required
expanded disclosures to provide information about the extent to
which fair value is used to measure assets and liabilities, the
methods and assumptions used to measure fair value, and the
effect of fair value measures on earnings. In February 2008, the
FASB issued accounting guidance which permitted a one-year
deferral of the
116
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
application of such fair value accounting guidance for all
non-financial assets and non-financial liabilities, except those
that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). The Company
adopted the non-deferred portion of this accounting guidance as
of September 1, 2008 and the deferred portion as of
September 1, 2009. The adoption did not have a significant
impact on the Companys consolidated financial statements.
|
|
b.
|
Recently
Issued Accounting Guidance
|
In October 2009, the FASB issued new accounting guidance for
revenue recognition with multiple deliverables. This guidance
impacts the determination of when the individual deliverables
included in a multiple-element arrangement may be treated as
separate units of accounting. Additionally, this new accounting
guidance modifies the manner in which the transaction
consideration is allocated across the separately identified
deliverables by no longer permitting the residual method of
allocating arrangement consideration. The new guidance is
effective for the Company prospectively for revenue arrangements
entered into or materially modified beginning in the first
quarter of fiscal 2011. Early adoption is permitted. This
accounting guidance is not expected to have a significant impact
on the Companys consolidated financial statements.
In June 2009, the FASB amended its guidance on accounting for
variable interest entities (VIE). The new accounting
guidance will result in a change in the Companys
accounting policy effective September 1, 2010. Among other
things, the new guidance requires a qualitative rather than a
quantitative analysis to determine the primary beneficiary of a
VIE; requires continuous assessments of whether an enterprise is
the primary beneficiary of a VIE; enhances disclosures about an
enterprises involvement with a VIE; and amends certain
guidance for determining whether an entity is a VIE. Under the
new guidance, a VIE must be consolidated if the enterprise has
both (a) the power to direct the activities of the VIE that
most significantly impact the entitys economic
performance, and (b) the obligation to absorb losses or the
right to receive benefits from the VIE that could potentially be
significant to the VIE. The Company does not expect the impact
of this new guidance to be material to its consolidated
financial statements.
In June 2009, the FASB issued new accounting guidance on
accounting for transfers of financial assets. This guidance
amends previous guidance by including: the elimination of the
concept of a qualifying special-purpose entity, creates more
stringent conditions for reporting a transfer of a portion of a
financial asset as a sale, clarifies other sale-accounting
criteria, and changes the initial measurement of a
transferors interest in transferred financial assets.
Additionally, the guidance requires extensive new disclosure
regarding an entitys involvement in a transfer of
financial assets. This new guidance will be effective for the
Company on September 1, 2010. The Company does not expect
the adoption of this guidance to have a material impact on its
consolidated statement of operations. However, under the current
Asset-Backed Securitization Program, accounts receivable will no
longer qualify for sale treatment and will be accounted for as a
secured borrowing. As such, short-term debt will be recognized
and accounts receivable will remain on the Companys
consolidated balance sheets until the point of cash receipt from
the customer. The secured borrowing will be recognized as a
financing activity on the Companys consolidated statement
of cash flows as of September 1, 2010.
The Company has evaluated subsequent events that occurred
through the date of the filing of the Companys fiscal year
2010
Form 10-K.
No significant events occurred subsequent to the balance sheet
date and prior to the filing of this report that would have a
material impact on the Consolidated Financial Statements.
117
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JABIL CIRCUIT, INC.
Timothy L. Main
President and Chief Executive Officer
Date: October 21, 2010
118
POWER OF
ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Timothy L. Main
and Forbes I.J. Alexander and each of them, jointly and
severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and
all amendments to this Annual Report on
Form 10-K,
and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said
attorneys-in-fact or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated:
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Signature
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Title
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Date
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By:
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/s/ William
D. Morean
William
D. Morean
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Chairman of the Board of Directors
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October 21, 2010
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By:
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/s/ Thomas
A. Sansone
Thomas
A. Sansone
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Vice Chairman of the Board of Directors
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October 21, 2010
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By:
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/s/ Timothy
L. Main
Timothy
L. Main
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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October 21, 2010
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By:
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/s/ Forbes
I.J. Alexander
Forbes
I.J. Alexander
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Chief Financial Officer (Principal Financial and Accounting
Officer)
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October 21, 2010
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By:
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/s/ Mel
S. Lavitt
Mel
S. Lavitt
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Director
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October 21, 2010
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By:
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/s/ Lawrence
J. Murphy
Lawrence
J. Murphy
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Director
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October 21, 2010
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By:
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/s/ Frank
A. Newman
Frank
A. Newman
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Director
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October 21, 2010
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By:
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/s/ Steven
A. Raymund
Steven
A. Raymund
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Director
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October 21, 2010
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By:
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/s/ David
M. Stout
David
M. Stout
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Director
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October 21, 2010
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By:
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/s/ Kathleen
A. Walters
Kathleen
A. Walters
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Director
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October 21, 2010
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119
SCHEDULE II
JABIL
CIRCUIT, INC. AND SUBSIDIARIES
SCHEDULE OF
VALUATION AND QUALIFYING ACCOUNTS
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Balance at
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Additions and Adjustments
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Beginning
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Charged to Costs
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Balance at
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of Period
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and Expenses
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Write-Offs
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End of Period
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(In thousands)
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Allowance for uncollectible trade accounts receivable:
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Fiscal year ended August 31, 2010
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$
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15,510
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$
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(881
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)
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$
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(690
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)
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$
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13,939
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Fiscal year ended August 31, 2009
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$
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10,116
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$
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8,450
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$
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(3,056
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)
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$
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15,510
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Fiscal year ended August 31, 2008
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$
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10,559
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$
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3,316
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$
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(3,759
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)
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$
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10,116
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Additions/
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Additions
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(Reductions)
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Reductions
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Balance at
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Charged to
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Charged to
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Charged to
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Beginning
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Costs and
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Other
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Costs and
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Balance at
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of Period
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Expenses
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Accounts
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Expenses
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End of Period
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Valuation allowance for deferred taxes:
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Fiscal year ended August 31, 2010
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$
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433,781
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$
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31,012
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$
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(77,954
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)
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$
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(11,538
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)
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$
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375,301
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Fiscal year ended August 31, 2009
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$
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121,008
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$
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308,560
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$
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4,835
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$
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(622
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)
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$
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433,781
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Fiscal year ended August 31, 2008
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$
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117,275
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$
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5,002
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$
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61
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$
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(1,330
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)
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$
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121,008
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See accompanying report of independent registered public
accounting firm.
120
EXHIBIT INDEX
|
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|
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Exhibit No.
|
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|
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Description
|
|
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3
|
.1(4)
|
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|
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Registrants Certificate of Incorporation, as amended.
|
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3
|
.2(15)
|
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|
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Registrants Bylaws, as amended.
|
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4
|
.1(2)
|
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|
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Form of Certificate for Shares of the Registrants Common
Stock.
|
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4
|
.2(6)
|
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|
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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(9)
|
|
|
|
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(9)
|
|
|
|
First Supplemental Indenture, dated as of July 21, 2003, with
respect to the 5.875% Senior Notes, due 2010, of the
Registrant, between the Registrant and The Bank of New York, as
trustee.
|
|
4
|
.5(16)
|
|
|
|
Indenture, dated January 16, 2008, with respect to Senior Debt
Securities of the Registrant, between the Registrant and The
Bank of New York Mellon Trust Company, N.A. (formerly known as
The Bank of New York Trust Company, N.A.), as trustee.
|
|
4
|
.6(17)
|
|
|
|
Form of 8.250% Registered Senior Notes issued on July 18, 2008.
|
|
4
|
.7(18)
|
|
|
|
Form of 7.750% Registered Senior Notes issued on August 11, 2009.
|
|
4
|
.8(18)
|
|
|
|
Officers Certificate of the Registrant pursuant to the
Indenture, dated August 11, 2009.
|
|
10
|
.1(3)(5)
|
|
|
|
1992 Stock Option Plan and forms of agreement used thereunder,
as amended.
|
|
10
|
.2(1)(3)
|
|
|
|
Restated cash or deferred profit sharing plan under section
401(k).
|
|
10
|
.3(1)(3)
|
|
|
|
Form of Indemnification Agreement between the Registrant and its
Officers and Directors.
|
|
10
|
.4(3)(7)
|
|
|
|
Jabil 2002 Employment Stock Purchase Plan.
|
|
10
|
.5(3)
|
|
|
|
Jabil 2002 Stock Incentive Plan.
|
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10
|
.5a(11)
|
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|
|
Form of Jabil Circuit, Inc. 2002 Stock Incentive Plan Stock
Option Agreement.
|
|
10
|
.5b(11)
|
|
|
|
Form of Jabil Circuit, Inc. 2002 Stock Incentive Plan-French
Subplan Stock Option Agreement.
|
|
10
|
.5c(11)
|
|
|
|
Form of Jabil Circuit, Inc. 2002 Stock Incentive Plan-UK Subplan
CSOP Option Certificate.
|
|
10
|
.5d(11)
|
|
|
|
Form of Jabil Circuit, Inc. 2002 Stock Incentive Plan-UK Subplan
Stock Option Agreement.
|
|
10
|
.5e(12)
|
|
|
|
Form of Jabil Circuit, Inc. Restricted Stock Award Agreement
(prior form).
|
|
10
|
.5f
|
|
|
|
Form of Jabil Circuit, Inc. Time-Based Restricted Stock Award
Agreement (current form).
|
|
10
|
.5g
|
|
|
|
Form of Jabil Circuit, Inc. Performance-Based Restricted Stock
Award Agreement (current form).
|
|
10
|
.5h(13)
|
|
|
|
Form of Stock Appreciation Right Agreement.
|
|
10
|
.6(3)(10)
|
|
|
|
Addendum to the Terms and Conditions of the Jabil Circuit, Inc.
2002 Stock Incentive Plan for Grantees Resident in France.
|
|
10
|
.7(3)(8)
|
|
|
|
Schedule to the Jabil Circuit, Inc. 2002 Stock Incentive Plan
for Grantees Resident in the United Kingdom.
|
|
10
|
.8(14)
|
|
|
|
Amended and Restated Five-Year Unsecured Revolving Credit
Agreement dated as of July 19, 2007 between the Registrant;
initial lenders and initial issuing banks named therein;
Citicorp USA, Inc. as administrative agent; JPMorgan Chase Bank,
N.A. as syndication agent; and The Royal Bank of Scotland PLC,
Royal Bank of Canada, Bank of America, N.A., UBS Loan Finance
LLC and Credit Suisse, Cayman Islands Branch as co-documentation
agents.
|
|
10
|
.9(19)
|
|
|
|
Underwriting Agreement, dated July 31, 2009, between Jabil
Circuit, Inc., J.P. Morgan Securities Inc. and the several
underwriters listed therein.
|
|
16
|
.1(20)
|
|
|
|
Letter from KPMG LLP, dated August 3, 2010, regarding change in
independent registered public accounting firm.
|
|
21
|
.1
|
|
|
|
List of Subsidiaries.
|
|
23
|
.1
|
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
24
|
.1
|
|
|
|
Power of Attorney (See Signature page).
|
|
31
|
.1
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification by the President and
Chief Executive Officer of the Registrant.
|
|
31
|
.2
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial
Officer of the Registrant.
|
|
32
|
.1
|
|
|
|
Section 1350 Certification by the President and Chief Executive
Officer of the Registrant.
|
|
32
|
.2
|
|
|
|
Section 1350 Certification by the Chief Financial Officer of the
Registrant.
|
|
|
|
(1) |
|
Incorporated by reference to the Registration Statement on
Form S-1
filed by the Registrant on March 3, 1993 (File
No. 33-58974). |
|
(2) |
|
Incorporated by reference to exhibit Amendment No. 1
to the Registration Statement on Form
S-1 filed by
the Registrant on March 17, 1993 (File
No. 33-58974). |
|
(3) |
|
Indicates management compensatory plan, contract or arrangement. |
|
(4) |
|
Incorporated by reference to the Registrants Quarterly
Report on
Form 10-Q
for the quarter ended February 29, 2000. |
|
(5) |
|
Incorporated by reference to the Registration Statement on
Form S-8
(File
No. 333-37701)
filed by the Registrant on October 10, 1997. |
|
(6) |
|
Incorporated by reference to the Registrants
Form 8-A
(File
No. 001-14063)
filed October 19, 2001. |
|
(7) |
|
Incorporated by reference to the Registrants
Form S-8
(File
No. 333-98291)
filed by the Registrant on August 16, 2002. |
|
(8) |
|
Incorporated by reference to the Registrants
Form S-8
(File
No. 333-98299)
filed by the Registrant on August 16, 2002. |
|
(9) |
|
Incorporated by reference to the Registrants Current
Report on
Form 8-K
filed by the Registrant on July 21, 2003. |
|
(10) |
|
Incorporated by reference to the Registrants
Form S-8
(File
No. 333-106123)
filed by the Registrant on June 13, 2003. |
|
(11) |
|
Incorporated by reference to the Registrants Annual Report
on
Form 10-K
for the fiscal year ended August 31, 2004. |
|
(12) |
|
Incorporated by reference to the Registrants Annual Report
on
Form 10-K
for the fiscal year ended August 31, 2009. |
|
(13) |
|
Incorporated by reference to the Registrants Annual Report
on
Form 10-K
for the fiscal year ended August 31, 2005. |
|
(14) |
|
Incorporated by reference to the Registrants Annual Report
on
Form 10-K
for the fiscal year ended August 31, 2007. |
|
(15) |
|
Incorporated by reference to the Registrants Current
Report on
Form 8-K
filed by the Registrant on October 29, 2008. |
|
(16) |
|
Incorporated by reference to the Registrants Current
Report on
Form 8-K
filed by the Registrant on January 17, 2008. |
|
(17) |
|
Incorporated by reference to the Registrants Annual Report
on
Form 10-K
for the fiscal year ended August 31, 2008. |
|
(18) |
|
Incorporated by reference to the Registrants Current
Report on
Form 8-K
filed by the Registrant on August 12, 2009. |
|
(19) |
|
Incorporated by reference to the Registrants Current
Report on
Form 8-K
filed by the Registrant on August 4, 2009. |
|
(20) |
|
Incorporated by reference to the Registrants Current
Report on
Form 8-K
filed by the Registrant on August 3, 2010. |