8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

October 25, 2011

Date of Report (Date of earliest event reported)

MOLEX INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	0-7491	36-2369491
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2222 Wellington Court, Lisle, Illinois 60532

(Address and zip code of principal executive offices)

(630) 969-4550

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 25, 2011, Molex Incorporated issued a press release announcing its results of operations for the first quarter ended September 30, 2011. A web cast to discuss earnings and current market conditions will be held on October 25, 2011. A copy of the press release is being furnished as Exhibit 99.1, and a copy of the slides to be presented at the web cast is being furnished as Exhibit 99.2 hereto and incorporated herein by reference.

The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1        Press release of Molex Incorporated dated October 25, 2011

Exhibit 99.2        Slides of Molex Incorporated dated October 25, 2011

2

SIGNATURES

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

	MOLEX INCORPORATED
Date: October 25, 2011	By:	/s/  Mark R. Pacioni
		Mark R. Pacioni
		Corporate Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press release of Molex Incorporated dated October 25, 2011
Exhibit 99.2	Slides of Molex Incorporated dated October 25, 2011

4

EX-99.1

Exhibit 99.1

CONTACT:

Steve Martens, VP Investor Relations

Molex Incorporated

630-527-4344

For Immediate Release

MOLEX REPORTS RECORD REVENUE AND EPS

Lisle, Ill., USA – October 25, 2011 — Molex Incorporated (NASDAQ: MOLX and MOLXA), a global electronic components company, today reported results for its first quarter ended September 30, 2011.

	Three Months Ended
USD millions, except per share data	Sept. 30, 2011		Jun. 30, 2011		Sept. 30, 2010
Net revenue	$	936.0	$	913.7	$	897.7
Net income		80.5		77.3		75.1
Earnings per share		0.46		0.44		0.43

Revenue for the September 2011 quarter was $936.0 million, an increase of 2.4% from the June 2011 quarter and an increase of 4.3% from the September 2010 quarter. This is a record for the Company and above the high end of the guidance provided on August 3, 2011. Revenue in local currencies increased 1.2% from the June 2011 quarter and declined 1.6% from the September 2010 quarter. Net income for the September 2011 quarter was $80.5 million or $0.46 per share, compared with net income of $77.3 million or $0.44 per share for the June 2011 quarter and net income of $75.1 million or $0.43 per share for the September 2010 quarter.

“Molex had another strong quarter, once again setting records for revenue and earnings per share. Production in Japan increased during the quarter as our operations recovered from the earthquake and tsunami and as our customers pushed to prepare for the Christmas selling season,” commented Martin P. Slark, Molex’s Chief Executive Officer. “We successfully converted the higher revenue to income, which allowed us to expand our margins and exceed our guidance for the September quarter.”

“While near term demand for our products is impacted by economic uncertainty, we remain confident that the long term trends of increased mobility, growth in emerging markets and a hardware replacement cycle will continue to drive the industry forward. With our global footprint, innovative design capabilities and improved cost structure, we are well positioned to capitalize on these opportunities.”

1

Other financial highlights for the quarter ended September 30, 2011:

• Gross profit margin was 31.3% in the September 2011 quarter, compared with 30.6% in the September 2010 quarter and 30.8% in the June 2011 quarter.

• SG&A expense was $169.2 million, or 18.1% of revenue compared with 17.5% in the September 2010 quarter and 18.4% in the June 2011 quarter.

• Capital expenditures were $42.8 million or 4.6% of revenue.

• Depreciation and amortization was $61.2 million or 6.5% of revenue.

• Backlog was $387.2 million, a decrease of $31.3 million or 7.5% from the June 2011 quarter.

• The book-to-bill ratio was 0.97 to 1 for the September 2011 quarter.

• Inventory days outstanding was 84 days compared with 85 days in the September 2010 quarter and 84 days in the June 2011 quarter.

• Accounts receivable days outstanding was 69 days compared with 76 days in the September 2010 quarter and 72 days in the June 2011 quarter.

• Cash flow from operations was $150.5 million, an increase of 141% from the September 2010 quarter and a new record.

• The effective tax rate was 32.6%. Excluding the reversal of a tax benefit for a significant number of employee stock options that expired unexercised during the quarter, the effective tax rate was 30.0%.

Outlook

At the current time, the global economic environment is very difficult to interpret and this uncertainty as well as our recent incoming order trend has been reflected in the Company’s outlook for the coming quarter. The Company estimates revenue in a range of $870 to $910 million for the December 2011 quarter. At this level of revenue, the Company expects earnings per share in a range of $0.37 to $0.43 assuming constant foreign currency rates and commodity prices and an effective tax rate in the range of 30% to 32%.

Earnings Conference Call Information

A conference call will be held on Tuesday, October 25, 2011 at 7:30 am central time. Please dial (888) 680-0890 to participate in the call. International callers should dial (617) 213-4857. Please dial in at least five minutes prior to the start of the call and refer to participant pass code 469 206 39#. Internet users will be able to access the webcast, including slide materials, live and in replay in the “Investors” section of the Company’s website at www.molex.com. A 48-hour telephone replay will be available at approximately 10:30 am central time at (888) 286-8010 or (617) 801-6888 / pass code 47915877.

Other Investor Events

Oct 28, 2011 – Molex Annual Meeting of Stockholders in Lisle, IL

Nov 16, 2011 – UBS Global Technology & Services Conference in New York, NY

Nov 30, 2011 – Credit Suisse Annual Technology Conference, Scottsdale, AZ

Dec 7, 2011 – NASDAQ OMX 27^th Investor Program in London

2

Forward-Looking Statements

Statements in this release that are not historical are forward-looking and are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “projects,” “estimates,” “potential,” and similar expressions are used to identify these forward-looking statements. Forward-looking statements are based on currently available information and include, among others, the discussion under “Outlook.” These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions including those associated with the operation of our business, including the risk that customer demand will decrease either temporarily or permanently, whether due to the Company’s actions or the demand for the Company’s products, and that the Company may not be able to respond through cost reductions in a timely and effective manner; the risk that the value of our inventory may decline; price cutting, new product introductions and other actions by our competitors; fluctuations in the costs of raw materials that the Company is not able to pass through to customers because of existing contracts or market factors; the availability of credit and general market liquidity; fluctuations in currency exchange rates; natural disasters; the financial condition of our customers; labor cost increases; and the ability to realize cost savings from cost reduction initiatives, the outcome of legal proceedings and losses resulting from unauthorized activities in Molex Japan.

Other factors, risks and uncertainties are set forth in Item 1A “Risk Factors” of the Company’s Form 10-K for the year ended June 30, 2011, which is incorporated by reference and in other reports that Molex files or furnishes with the Securities and Exchange Commission. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements. As a result, this release speaks only as of its date and Molex disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise.

Molex Incorporated is a 73-year-old global manufacturer of electronic, electrical and fiber optic interconnection systems. Based in Lisle, Illinois, USA, the Company operates 39 manufacturing locations in 16 countries. The Molex website is www.molex.com.

# # #

Editor’s note: Molex is traded on the NASDAQ Global Select Market (MOLX and MOLXA) in the United States and on the London Stock Exchange. The Company’s voting common stock (MOLX) is included in the S&P 500 Index.

3

Molex Incorporated

Condensed Consolidated Balance Sheets

(in thousands)

	Sept. 30, 2011		June 30, 2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	557,376	$	532,599
Marketable securities		11,150		13,947
Accounts receivable, less allowances of $40,685 and $42,297 respectively		782,833		811,449
Inventories		547,209		535,953
Deferred income taxes		131,819		129,158
Other current assets		40,917		32,239
Total current assets		2,071,304		2,055,345
Property, plant and equipment, net		1,144,023		1,168,448
Goodwill		148,349		149,452
Non-current deferred income taxes		39,404		38,178
Other assets		177,498		186,429
Total assets	$	3,580,578	$	3,597,852
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and short-term borrowings	$	129,781	$	119,764
Accounts payable		349,657		359,812
Accrued expenses:
Accrual for unauthorized activities in Japan		191,873		182,460
Income taxes payable		32,349		2,383
Other		222,930		217,628
Total current liabilities		926,590		882,047
Other non-current liabilities		22,253		23,879
Accrued pension and postretirement benefits		96,232		100,866
Long-term debt		176,925		222,794
Total liabilities		1,222,000		1,229,586
Commitments and contingencies
Total stockholders’ equity		2,358,578		2,368,266
Total liabilities and stockholders’ equity	$	3,580,578	$	3,597,852

4

Molex Incorporated

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

	Three Months Ended September 30,
	2011			2010
Net revenue	$	935,985		$	897,672
Cost of sales		643,257			622,596
Gross profit		292,728			275,076
Selling, general and administrative		169,225			157,056
Unauthorized activities in Japan		2,922			5,542
Total operating expenses		172,147			162,598
Income from operations		120,581			112,478
Interest expense, net		1,391			1,335
Other (income) expense		(276	)		351
Total other expense, net		1,115			1,686
Income before income taxes		119,466			110,792
Income taxes		38,949			35,688
Net income	$	80,517		$	75,104
Earnings per share:
Basic	$	0.46		$	0.43
Diluted	$	0.46		$	0.43
Dividends declared per share	$	0.2000		$	0.1525
Average common shares outstanding:
Basic		175,466			174,370
Diluted		176,585			175,156

5

Molex Incorporated

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended September 30,
	2011			2010
Operating activities:
Net income	$	80,517		$	75,104
Add non-cash items included in net income:
Depreciation and amortization		61,239			59,108
Share-based compensation		5,135			5,149
Other non-cash items		5,991			8,634
Changes in assets and liabilities:
Accounts receivable		22,927			(29,343	)
Inventories		(18,260	)		(57,988	)
Accounts payable		(10,702	)		(24,876	)
Other current assets and liabilities		28,890			27,886
Other assets and liabilities		(25,188	)		(1,079	)
Cash provided from operating activities		150,549			62,595
Investing activities:
Capital expenditures		(42,804	)		(71,192	)
Proceeds from sales of property, plant and equipment		1,396			643
Proceeds from sales or maturities of marketable securities		4,868			2,184
Purchases of marketable securities		(2,777	)		(1,257	)
Cash used for investing activities		(39,317	)		(69,622	)
Financing activities:
Proceeds from revolving credit facility		30,000			20,000
Payments on revolving credit facility		(195,000	)		(10,000	)
Payments on short-term loans		(27,266	)		—
Proceeds from issuance of long-term debt		150,000			797
Payments of long-term debt		(143	)		(24,840	)
Cash dividends paid		(35,068	)		(26,565	)
Exercise of stock options		620			358
Other financing activities		(1,014	)		(967	)
Cash used for financing activities		(77,871	)		(41,217	)
Effect of exchange rate changes on cash		(8,584	)		12,536
Net increase (decrease) in cash and cash equivalents		24,777			(35,708	)
Cash and cash equivalents, beginning of period		532,599			376,352
Cash and cash equivalents, end of period	$	557,376		$	340,644

6

EX-99.2

October 25, 2011

October 25, 2011

Exhibit 99.2

FY12 Q1 Conference Call

Page 1

Page 1

Forward-Looking Statement

Statements in this release that are not historical are forward-looking and are subject to various risks

and uncertainties that could cause actual results to vary materially from those stated.  Words such as

“anticipates,” “expects,” “believes,” “intends,” “plans,” “projects,” “estimates,” “potential,” and similar

expressions are used to identify these forward-looking statements.  Forward-looking statements are

based on currently available information and include, among others, the discussion under “Outlook.” 

These statements are not guarantees of future performance and are subject to risks, uncertainties and

assumptions including those associated with the operation of our business, including the risk that

customer demand will decrease either temporarily or permanently, whether due to the Company's

actions or the demand for the Company's products, and that the Company may not be able to respond

through cost reductions in a timely and effective manner; the risk that the value of our inventory may

decline; price cutting, new product introductions and other actions by our competitors; fluctuations in

the costs of raw materials that the Company is not able to pass through to customers because of

existing contracts or market factors; the availability of credit and general market liquidity; fluctuations

in currency exchange rates; natural disasters; the financial condition of our customers; labor cost

increases; and the ability to realize cost savings from cost reduction initiatives, the outcome of legal

proceedings and losses resulting from unauthorized activities in Molex Japan.

Other factors, risks and uncertainties are set forth in Item 1A “Risk Factors” of the Company’s Form

10-K for the year ended June 30, 2011, which is incorporated by reference and in other reports that

Molex files or furnishes with the Securities and Exchange Commission.  Forward-looking statements

are based upon assumptions as to future events that may not prove to be accurate.  Actual outcomes

and results may differ materially from what is expressed in these forward-looking statements.  As a

result, this release speaks only as of its date and Molex disclaims any obligation to revise these

forward-looking statements or to provide any updates regarding information contained in this release

resulting from new information, future events or otherwise.

In

Molex

Incorporated’s

(“Molex”

or

the

“Company”)

conference

call

on

October

25,

2011

regarding

the

Company’s

financial

results

for

the

fiscal

quarter

and

the

following

slides,

Molex

may

refer

to

non-GAAP

financial

measures

to

describe

earnings

for

such

periods

excluding

the

items

referenced

in

the

relevant

slides

used

during

this

conference

call.

This

is

in

addition

to

disclosing

the

most

directly

comparable

measure

for

such

periods

determined

in

accordance

with

generally

accepted

accounting

principles,

or

GAAP.

Molex

believes

that

these

non-GAAP

financial

measures

provide

useful

information

to

investors

because

they

provide

information

about

the

estimated

financial

performance

of

Molex’s

ongoing

business

and

provide

for

greater

transparency

of

supplemental

information

used

by

management

in

its

financial

and

operational

decision-making.

These

non-

GAAP

financial

measures

may

be

different

from

non-GAAP

financial

measures

used

by

other

companies.

Non-GAAP

financial

measures

should

not

be

considered

as

a

substitute

for,

or

superior

to,

measures

of

financial

performance

prepared

in

accordance

with

GAAP.

Investors

are

encouraged

to

review

the

relevant

slides

reconciling

the

non-GAAP

financial

measures

intended

to

be

used

in

the

conference

call

to

the

most

comparable

GAAP

measure.

Page 2

Page 2

Record revenue and EPS

–

Set new highs despite difficult operating

environment

Expanded Margins

–

Good cost control

–

Recovery in Japan underway

Strong free cash flow

–

Committed to dividend strategy

Continue to see design-in opportunities

–

Long term themes intact

–

New product introductions continue

Page 3

Page 3

FY12 Q1 Summary

Record revenue

B-T-B Ratio                1.07                     ..97            

.97                       1.01                       ..99                       .97

Page 4

Page 4

Q4 10

Q1 11

Q2 11

Q3 11

Q4 11

Q1 12

$847

$898

$901

$875

$914

$936

$910

$868

$872

$880

$906

$910

Revenue

Orders

Revenue / Order Trend

Page 5

Page 5

Change in Revenue / Orders

By Industry –

September Quarter

REVENUE

ORDERS

Sequential

Change

YOY

Change

%

Total

Sequential

Change

YOY

Change

%

Total

Automotive

-

17%

15%

8%

23%

16%

Infotech

6%

20%

26%

-

18%

26%

Telecom

(2)%

(5)%

23%

(4)%

(6)%

23%

Consumer

Elect.

14%

(2)%

20%

13%

1%

20%

Industrial

(6)%

(4)%

13%

(13)%

(8)%

12%

Medical /

Military

(6)%

(8)%

3%

(5)%

(7)%

3%

TOTAL

2%

4%

100%

-

5%

100%

Sequential

YOY

% of Total

OEM

9%

4%

54%

Distribution

(13)%

(5)%

24%

EMS

(3)%

22%

22%

TOTAL

-

5%

100%

Sequential

YOY

% of Total

Americas

(8)%

5%

23%

Europe

(12)%

3%

13%

APN

22%

2%

22%

APS

-

8%

42%

TOTAL

-

5%

100%

Page 6

Page 6

Orders by Channel and Geography

-

September Quarter

Quarter Ended

Sep 2011

Jun 2011

Sep 2010

Net revenue

$936.0

$913.7

$897.7

Gross margin

31.3%

30.8%

30.6%

SG&A %

18.1%

18.4%

17.5%

Unauthorized activities in Japan

$2.9

$3.4

$5.5

Income from operations

$120.6

$110.1

$112.5

Interest (expense) income, net

$(1.4)

$(0.8)

$(1.3)

Other income (expense)

$0.3

$(0.4)

$(0.4)

Effective tax rate

32.6%

29.1%

32.2%

Net income

$80.5

$77.3

$75.1

Earnings per diluted share

$0.46

$0.44

$0.43

(US$ in millions, except per-share data)

Page 7

Page 7

Financial Summary

Quarter Ended

Sep 2011

Jun 2011

Sep 2010

Cash and marketable securities

$568.5

$546.5

$358.9

Total debt*

$302.8

$338.7

$285.9

Net cash

$265.7

$207.8

$73.0

Receivable days outstanding

69 days

72 days

76 days

Inventory days outstanding

84 days

84 days

85 days

Capital expenditures

$42.8

$65.3

$71.2

Research and development

$43.9

$43.8

$40.5

Cash flow from operations

$150.5

$139.2

$62.6

(US$ in millions)

*Total debt equals long-term debt plus current portion of long-term

debt and short-term loans, less current portion of capital leases   

Page 8

Page 8

Balance Sheet and Operating Metrics

Trailing 12-months

Earning our Cost of Capital

*See GAAP to non-GAAP reconciliation

Operating

income

excluding

restructuring

and

special

charges

Fixed

assets

+

Inventory

+

A/R

–

A/P

Page 9

Page 9

Return on Net Assets Trend*

Q1 11

Q2 11

Q3 11

Q4 11

Q1 12

19.2%

21.1%

21.4%

21.6%

21.3%

December Fiscal Quarter

Revenue

$870 to $910 million

EPS

$0.37 to $0.43

Assumes

–

30% to 32% effective tax rate

–

Constant foreign exchange rates and

commodity prices

–

EPS includes $0.01 for Japan litigation

Page 10

Page 10

Outlook

Quarter Ended

Sep

2011

Jun

2011

Mar

2011

Dec

2010

Sep

2010

Income from

operations

$120,581

$110,122

$98,311

$109,288

$112,478

Unauthorized

activities in Japan

2,922

3,366

2,855

2,713

5,542

Non-GAAP income

from operations

$123,503

$113,488

$101,166

$112,001

$118,020

(US$ in thousands)

Non-GAAP income from operations is a non-GAAP financial measure.  We refer to non-GAAP income from

operations to describe income from operations excluding the items referenced above.  We believe that non-

GAAP income from operations provides useful information to investors because it provides information about

the estimated financial performance of Molex’s ongoing business.  Non-GAAP income from operations is used

by management in its financial and operational decision-making and evaluation of overall operating

performance and segment level core operating performance.  Non-GAAP income from operations may be

different from similar measures used by other companies.

Non-GAAP Measure