On July 31, 2012, Jabil Circuit, Inc. (the "Company") entered into an Underwriting Agreement with RBS Securities Inc. and the several underwriters listed therein (the "Underwriters"), in connection with the offer and sale of an aggregate principal amount of $500.0 million 4.700% senior unsecured notes due 2022 (the "Offering"). The Company's gross proceeds from the Offering were $500.0 million. The Offering was made pursuant to the Company's registration statement on Form S-3 (Registration Statement No. 333-177559), which was automatically effective when filed with the Securities and Exchange Commission on October 27, 2011 (the "Registration Statement").

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, along with customary closing conditions, termination provisions, and obligations, including those for indemnification, of the Company and the Underwriters.

The Underwriters have performed commercial banking, investment banking and advisory services for the Company from time to time for which they have received customary fees and reimbursement of expenses. The Underwriters may, from time to time, engage in transactions with, and perform services for, the Company in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. Certain of the Underwriters or their respective affiliates are parties to one or more of the following: the Company's $1.3 billion five-year unsecured revolving credit facility; the Company's $200.0 million foreign asset backed securitization program expiring on May 15, 2015; the Company's $300.0 million North American asset-backed securitization program expiring on October 21, 2014; the Company's $250.0 million uncommitted trade accounts receivable sale program (either party can elect to cancel the agreement by giving prior written notification to the other party of no less than 30 days); and the Company's $50.0 million uncommitted trade accounts receivable sale program expiring no later than June 1, 2015 (though either party can elect to cancel the agreement by giving prior written notification to the other party of no less than 30 days).

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete terms and conditions of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1, incorporated by reference into this Item 1.01 and incorporated by reference into the Registration Statement.

On July 31, 2012, the Company issued a press release announcing its intention to offer $500.0 million of senior unsecured notes due 2022, subject to market conditions. A copy of the press release announcing the intention to offer notes is filed and attached hereto as Exhibits 99.1 and incorporated by reference into this Item 8.01.

On July 31, 2012, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed and attached hereto as Exhibit 99.2, and incorporated by reference into this Item 8.01.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit
  No.                                     Description

 1.1         Underwriting Agreement, dated July 31, 2012, between Jabil Circuit,
             Inc., RBS Securities Inc. and the several underwriters listed therein.

99.1         Press Release dated July 31, 2012 Announcing Intention to Offer Notes.

99.2         Press Release dated July 31, 2012 Announcing Pricing of Offering.