JABIL CIRCUIT, INC.
December 20, 2004
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Martin James, Senior Assistant Chief Accountant
Re: Jabil Circuit, Inc.
Form 10-K for the fiscal year ended August 31, 2004
File No. 0-21308
Dear Mr. James:
On behalf of Jabil Circuit, Inc. ("Jabil"), I am writing in response to the
comments set forth in your letter addressed to the undersigned dated December
10, 2004 (the "Comment Letter"). For the convenience of the Staff of the
Division of Corporation Finance of the Securities and Exchange Commission
(the "Commission"), the Staff's comment is repeated below, with the Company's
response to the comment set forth immediately following the comment.
Form 8-K dated September 21, 2004
We note that you present your non-GAAP measures in the form of a Non-GAAP
Consolidated Statement of Income. This format may be confusing to
investors as it also reflects non-GAAP measures, including adjusted
earnings before taxes and adjusted income tax expense, which have not been
described to investors. Please note that Instruction 2 to Item 2.02 of
Form 8-K requires that when furnishing information under this item you must
provide all the disclosures required by paragraph (e)(1)(i) of Item 10 of
Regulation S-K, including a reconciliation to the directly comparable GAAP
measure for each non-GAAP measure presented and explain why you believe the
measures provide useful information to investors. These disclosures must
be included in the Form 8-K itself.
- In future filings, to eliminate investor confusion, please remove
the Non-GAAP Consolidated Statement of Income and disclose only
those non-GAAP measures used by management with the appropriate
reconciliations.
- Otherwise, confirm that you will revise your Forms 8-K in future
periods to provide all the disclosures required by Item
10(e)(1)(i) of Regulation S-K for each non-GAAP measure presented
in the statement, and provide us with a sample of your proposed
disclosure. We may have further comment.
The Company does not intend to include in its future earnings releases the
"Non-GAAP Consolidated Statement of Income" it included in its earnings release
Securities and Exchange Commission
December 20, 2004
Page 2
filed in its Form 8 K dated September 21, 2004. To the extent the Company
includes non-GAAP measures in earnings releases filed in future Form 8-K
filings, the Company will furnish all information required by Paragraph
(e)(1)(i) of Item 10 of Regulation S-K that are required by Instruction 2
to Item 2.02 of Form 8-K, including a reconciliation of the directly-
comparable GAAP measure for each non-GAAP measure presented, along with an
explanation of why the Company believes the measure provides useful
information to investors. Such explanation may be included in either the Form
8-K itself or the earnings release that is included as an exhibit to the
Form 8-K, as permitted under Part II C2 of the Commission Adopting Release No.
33-8176 (1/22/03) relating to the "Conditions for use of non-GAAP financial
measures."
* * *
The Company acknowledges the following:
- the Company is responsible for the adequacy and accuracy of the
disclosure in its Commission filings;
- staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose
the Commission from taking any action with respect to the filing;
and
- the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
The Company believes that the foregoing responds fully to each of the
questions in the Staff's December 10, 2004 Comment Letter. Please let us know
If you have any questions about our responses.
Respectfully submitted,
JABIL CIRCUIT, INC.
By: /s/ Forbes I.J. Alexander
-------------------------
Forbes I.J. Alexander
Chief Financial Officer
cc: Tim Main, Jabil CEO
Chester E. Bacheller, Esq., Holland & Knight
Steven W. McMullen, Partner, KPMG