-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rkke204aFYsEu4vU5BfeVKq6vxOMcKnsq9YVm4Wyy/5FCz5YaDwvXZjKfHp9EXMA 5COZH+SU2XDu5Vgy1yaLdg== 0000067472-02-000019.txt : 20021108 0000067472-02-000019.hdr.sgml : 20021108 20021108145218 ACCESSION NUMBER: 0000067472-02-000019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLEX INC CENTRAL INDEX KEY: 0000067472 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 362369491 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-07491 FILM NUMBER: 02814052 BUSINESS ADDRESS: STREET 1: 2222 WELLINGTON CT CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 6305274253 MAIL ADDRESS: STREET 1: 2222 WELLINGTON COURT CITY: LISLE STATE: IL ZIP: 60532 10-Q 1 a10q103.txt 10-Q FILING FOR FIRST QUARTER OF FISCAL 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number 0-7491 MOLEX INCORPORATED (Exact name of registrant as specified in its charter) Delaware 36-2369491 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2222 Wellington Court, Lisle, Illinois 60532 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 630-969-4550 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 X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (applicable only to corporate registrants). At September 30, 2002: Common Stock 99,711,880 shares Class A Common Stock 92,430,315 shares Class B Common Stock 94,255 shares MOLEX INCORPORATED FORM 10-Q SEPTEMBER 30, 2002 INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Information - Unaudited Condensed Consolidated Balance Sheets -- 2 September 30, 2002 and June 30, 2002 Condensed Consolidated Statements of Income -- 3 Three Months Ended September 30, 2002 and 2001 Condensed Consolidated Statements of Cash Flows -- 4 Three Months Ended September 30, 2002 and 2001 Notes to Condensed Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosure About Market Risk 12 Item 4. Controls and Procedures 13 PART II - OTHER INFORMATION 14 -1- MOLEX INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited - In Thousands) ASSETS Sept. 30, June 30, 2002 2002 _________ _________ CURRENT ASSETS: Cash and cash equivalents $ 175,995 $ 213,477 Marketable securities 122,406 99,848 Accounts receivable - net 390,325 386,150 Inventories 175,745 167,253 Other current assets 50,993 48,615 _________ _________ Total current assets 915,464 915,343 PROPERTY, PLANT AND EQUIPMENT - NET 1,039,254 1,067,590 GOODWILL 160,173 160,180 OTHER ASSETS 113,425 110,807 _________ _________ $2,228,316 $2,253,920 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 173,462 $ 184,630 Accrued expenses 130,826 119,027 Other current liabilities 37,472 53,021 _________ ________ Total current liabilities 341,760 356,678 DEFERRED ITEMS 6,598 6,346 ACCRUED POSTRETIREMENT BENEFITS 45,577 44,914 LONG-TERM DEBT 13,276 14,223 OBLIGATIONS UNDER CAPITAL LEASES 1,898 3,626 MINORITY INTEREST 599 481 SHAREHOLDERS' EQUITY Common stock 10,639 10,628 Paid-in capital 318,349 311,631 Retained earnings 1,962,876 1,937,488 Treasury stock (387,674) (362,479) Deferred unearned compensation (27,275) (27,262) Cumulative translation and other adjustments (58,307) (42,354) Total shareholders' equity 1,818,608 1,827,652 _________ _________ $2,228,316 $2,253,920 The accompanying notes are an integral part of these condensed consolidated financial statements. - 2 - MOLEX INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited - In Thousands Except per Share Data) THREE MONTHS ENDED ___________________ Sept. 30, Sept. 30, 2002 2001 ________ ________ NET REVENUE $469,246 $430,453 COST OF SALES 309,690 293,149 ________ _______ Gross Profit 159,556 137,304 OPERATING EXPENSES: Selling 40,877 37,309 Administrative 79,591 65,758 _______ _______ Total Operating Expenses 120,468 103,067 Income from Operations 39,088 34,237 OTHER INCOME (EXPENSE): Foreign currency transaction gain/(loss) (534) (5) Interest income, net 1,010 2,043 Other income/(loss) (49) (1,146) _______ _______ Total Other Income/(Expense), Net 427 892 INCOME BEFORE INCOME TAXES 39,515 35,129 INCOME TAXES 9,553 9,933 _______ _______ NET INCOME $29,962 $25,196 EARNINGS PER COMMON SHARE: BASIC $0.16 $0.13 DILUTED $0.15 $0.13 CASH DIVIDENDS PER COMMON SHARE $0.025 $0.025 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING DURING THE PERIOD: BASIC 192,865 195,204 DILUTED 194,439 196,798 The accompanying notes are an integral part of these condensed consolidated financial statements. - 3 - MOLEX INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited - In Thousands) THREE MONTHS ENDED ___________________ Sept. 30, Sept. 30, 2002 2001 ________ ________ CASH AND CASH EQUIVALENTS, Beginning of Period $213,477 $138,438 CASH AND CASH EQUIVALENTS PROVIDED FROM (USED FOR): Operations: Net income 29,962 25,196 Add (deduct) non-cash items included in net income: Depreciation and amortization 56,396 55,166 Amortization of deferred unearned compensation 3,281 2,484 Other charges to net income (204) 1,047 Changes in working capital: Accounts receivable (8,702) 36,014 Inventories (9,944) 9,124 Other current assets 654 (4,691) Accounts payable (8,737) (23,566) Accrued expenses 13,327 (18,278) Other current liabilities (13,707) (17,435) NET CASH PROVIDED FROM OPERATIONS 62,326 65,061 Investments: Purchases of property, plant and equipment (38,098) (45,435) Proceeds from sale of property, plant and equipment 786 1,155 (Increase)decrease in marketable securities (22,558) 48,756 (Increase)decrease in other assets (5,337) 2,399 NET CASH PROVIDED FROM(USED FOR) INVESTING ACTIVITIES (65,207) 7,246 Financing: Increase(decrease) in short-term loans (931) 1,563 Increase in long-term debt 4 970 Decrease in long-term debt (951) (4,530) Principal payments on capital leases (1,507) (1,793) Cash dividends paid (4,829) (4,885) Purchase of treasury stock (25,020) (14,997) Reissuance of treasury stock 602 39 Exercise of stock options 968 869 NET CASH USED FOR FINANCING ACTIVITIES (31,664) (22,764) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (2,937) 5,063 CASH AND CASH EQUIVALENTS, End of Period $175,995 $193,044 The accompanying notes are an integral part of these condensed consolidated financial statements. - 4 - MOLEX INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) Condensed Consolidated Financial Statements The condensed consolidated financial statements have been prepared from the Company's books and records without audit and are subject to year-end adjustments. The interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of information for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Molex Incorporated 2002 Annual Report to Shareholders and the 2002 Annual Report on Form 10-K. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year. Certain reclassifications have been made to the prior year's financial statements to conform to the fiscal year 2003 classifications. (2) Earnings per Common Share The reconciliation of common shares outstanding to dilutive common shares outstanding is as follows: Three Months Ended September 30, 2002 2001 ______ _______ Weighted average shares outstanding - basic 192,865 195,204 Dilutive effect of stock options 1,574 1,594 _______ _______ Weighted average shares outstanding - diluted 194,439 196,798 (3) Comprehensive Income Comprehensive income includes all non-shareowner changes in equity and consists of net income, foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. Total comprehensive income, in thousands of dollars, is as follows: Three Months Ended September 30, 2002 2001 _______ _______ Net income $29,962 $25,196 Currency translation and other adjustments (15,953) 44,219 _______ _______ Total comprehensive income $14,009 $69,415 - 5 - 4) Inventories Inventories are valued at the lower of first-in, first-out cost or market. Inventories, net of reserves, in thousands of dollars, consist of the following: Sept. 30, June 30, 2002 2002 _________ _________ Raw Materials $ 26,895 $ 25,753 Work in Process 64,905 63,180 Finished Goods 83,945 78,320 _________ _________ $ 175,745 $ 167,253 5) Segment and Related Information The Company and its subsidiaries operate in one product segment: the manufacture and sale of electrical components. Revenue is recognized based on the location of the selling entity. Management operates the business by geographic segments. Information by geographic area is summarized in the following table: Inter- Customer company Total Net Identifiable Revenue Revenue Revenue Income Assets September 30, 2002: United States $166,509 $ 18,277 $184,786 $ 8,553 $ 982,918 Americas (Non-US) 3,127 7,633 10,760 (50) 70,245 Far East North 103,027 41,588 144,615 11,694 500,729 Far East South 118,656 14,060 132,716 17,730 430,710 Europe 77,914 7,462 85,376 476 426,677 Corporate and Other 13 - 13 (8,441) 120,516 Eliminations - (89,020) (89,020) - (303,479) Total $469,246 - $469,246 $ 29,962 $2,228,316 September 30, 2001: United States $160,311 $ 21,658 $181,969 $ 5,393 $ 990,911 Americas (Non-US) 11,471 343 11,814 139 49,151 Far East North 90,154 31,824 121,978 9,954 510,143 Far East South 94,680 12,097 106,777 10,639 357,500 Europe 73,830 6,774 80,604 1,099 417,269 Corporate and Other 7 - 7 (2,028) 127,303 Eliminations - (72,696) (72,696) - (232,628) Total $430,453 - $430,453 $25,196 $2,219,649 - 6 - 6) Other items During the second quarter of fiscal 2002, the Company recorded a pretax charge of $34.2 million ($25.3 million, net of tax benefit of $8.9 million) to reflect costs associated with a reduction in the global work force of approximately 800 people, the lower current value of investments in other companies, and asset write-down costs related to operations being closed. In addition, a one-time positive tax planning adjustment of $5.0 million related to certain operations being closed was recorded. During the fourth quarter of fiscal 2001, the Company recorded a $43.5 million ($30.3 million, net of tax benefit of $13.2 million) charge to reflect costs associated with a reduction in the global work force of approximately 950 people, write-off of slow-moving and excess inventories and asset write-offs related to operations being closed. - 7 - The major components of the fiscal 2001 fourth quarter and fiscal 2002 second quarter charges, and the remaining accrual balance as of September 30, 2002 were as follows:
Accrued June December Cash Assets Balance at 2001 2001 Payments Disposed September 30, (In thousands) Charge Charge Made and Other 2002 _______________ _________ _________ _________ _________ _________ Severance and other benefits $27,690 $18,675 ($30,484) ($ 3,201) $12,680 Inventory write-offs 12,714 - - (12,714) - Asset write-offs 3,043 15,483 - (18,526) - ________ _________ _________ _________ _________ Total $43,447 $34,158 ($30,484) ($34,441) $12,680
All of the employment reductions have occurred with severance payments being made over a period of up to twenty-four months after the severance date. The remaining severance payments will be paid during the next thirteen months. 7) New accounting pronouncements The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations," and No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," as of July 1, 2002. These statements address the recognition and remeasurement of obligations associated with the retirement of tangible long-lived assets and the accounting and reporting for the impairment or disposal of long-lived assets, including discontinued operations, respectively. SFAS No. 144 establishes a single accounting model for long-lived assets to be disposed of by sale. The Company has evaluated SFAS No. 143 and SFAS No. 144 and determined that the impact on the consolidated financial statements is not material. - 8 - MOLEX INCORPORATED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Consolidated net revenues were $469.2 million for the quarter ended September 30, 2002, up 9.0 percent in US dollars and 6.0 percent in local currencies over the prior year period. The strengthening of other currencies compared with the US dollar increased net revenues by $12.8 million for the quarter. Net revenue in the Americas region remained even with the prior year quarter. The telecom and computer infrastructure and fiber optics markets remain a challenge given the current economic conditions. Quarterly net revenue in the Far East North region increased 18.6 percent in US dollars and 14.6 percent in local currencies compared with last year driven primarily by increased demand for consumer electronics. Far East South net revenue for the quarter rose 25.4 percent in US dollars and 24.3 percent in local currencies over the prior year quarter. Strength in consumer electronics, personal computers and mobile telephones in this region led the increase, which was helped by new product introduction and customers moving manufacturing to the region. In Europe, net revenue was up 7.8 percent in US dollars but down 3.6 percent in local currencies compared with the same period last year. A stronger Euro supported the US dollar increase, while the local currency decline was a result of the depressed telecom infrastructure market, reflecting a downturn which started later than those in the U.S. and Asia. For the three months ended September 30, 2002, 64.5 percent of Molex's worldwide net revenue was generated from its international operations. International operations are subject to currency fluctuations and government actions. Molex monitors its foreign currency exposure in each country and implements strategies to respond to changing economic and political environments. Due to the uncertainty of the foreign exchange markets, Molex cannot reasonably predict future trends related to foreign currency fluctuations. Foreign currency fluctuations have impacted results in the past and may impact results in the future. - 9 - Gross profit as a percent of net revenue was 34.0 percent for the quarter ended September 30, 2002 compared with 31.9 percent last year. The increase was partially due to higher revenues and absorption of fixed manufacturing costs, as well as a benefit from favorable pricing of raw materials. Selling and administrative expenses were $120.5 million for the first quarter of fiscal 2003 compared with $103.1 million in the prior year period. As a percent of net revenue, selling and administrative expenses were 25.7 percent compared with 23.9 percent for the same period last year. The increase was due to the reinstatement of salaries and certain employee retirement benefits to normal levels as well as increased expenses for travel and other revenue related expenses. Also included in selling and administrative expenses are research and development expenditures, which for the three months ended September 30, 2002, increased $1.3 million but decreased slightly as a percent of net revenue to 6.4 percent from 6.7 percent in the prior year period due to higher revenues. Interest income, net of interest expense, was $1.0 million in the quarter ended September 30, 2002 compared with $2.0 million in the prior year due primarily to the effect of lower interest rates. The effective tax rate was 24.0 percent for the first quarter compared with 28.0 percent in the prior year period as a result of a change in the mix of the Company's pretax earnings from higher rate jurisdictions in which the Company operates to lower rate jurisdictions, principally in the Far East South, as well as the ongoing global effort to reduce the Company's income tax burden through a disciplined repatriation strategy and better planning. The effective tax rate was consistent with the fiscal 2002 annual effective tax rate after adjusting the tax rate for the $5.0 million one-time tax benefit recorded in the second quarter. Net income for the quarter was $30.0 million or 16 cents per basic and 15 cents per diluted share, an 18.9 percent increase compared with $25.2 million or 13 cents per basic and diluted share for the same quarter last fiscal year. The change in comprehensive income in Note 3 is mainly due to foreign currency translation adjustments due to the stronger US dollar versus the Japanese yen and the Euro when comparing rates at June 30, 2002 to those at September 30, 2002. For the same period last year, June 30, 2001 to September 30, 2001, these currencies were generally stronger versus the US dollar. - 10 - LIQUIDITY AND CAPITAL RESOURCES Molex's continues to maintain a strong financial position, funding capital projects and working capital needs principally out of operating cash flow and cash reserves, while maintaining a relatively low level of debt. Working capital at September 30, 2002 was $573.7 million compared with $555.8 million at June 30, 2002. Net cash provided from operations was down from the prior year due to an $8.7 million change in working capital partially offset by higher net income. During fiscal 2003, accounts receivable and inventories increased from the June balance due to higher revenues in comparison with the prior year quarter when those balances decreased due to reduced sales activity. Net cash used for investments was $65.2 million, a change of $72.5 million from the prior year, driven mainly by a $71.3 million increase in marketable securities which increased $22.6 million in this quarter versus a $48.7 million decrease in the first quarter of fiscal 2002. Capital expenditures were $38.1 million, down from the prior year total of $45.1 million. Net cash used for financing activities was $31.7 million compared with $22.8 million in the prior period. During the three months ended September 30, 2002, the Company purchased an aggregate of 1,017,000 shares of treasury stock at an aggregate cost of $25.0 million. This is in accordance with authorization by the Board of Directors allowing for the purchase of up to $100 million of Company stock during the current fiscal year. Management believes that the Company's current liquidity and financial flexibility are adequate to support its current and future growth. OUTLOOK The outlook for fiscal 2003 remains challenging based on the uncertainty of the current worldwide economic conditions and the limited visibility in our industry. Molex has significantly improved its overall cost structure. New product development also remains a high priority this fiscal year. Molex's global team has considerable experience in managing through difficult market conditions and is focused on maintaining profitability while developing the new products necessary to expand its market share. The Company continues to emphasize expansion in rapidly growing industry segments, product lines and geographic regions. Molex remains committed to providing high quality products and a full range of services to its customers worldwide. - 11 - Due to the uncertainty of the foreign currency exchange markets, Molex cannot reasonably predict future trends related to foreign currency fluctuations. Foreign currency fluctuations have impacted the Company's results in the past and may impact results in the future. FORWARD LOOKING STATEMENT This document contains various forward looking statements. Statements that are not historical are forward looking statements and are subject to various risks and uncertainties which could cause actual results to vary materially from those stated. Such risks and uncertainties include: economic conditions in various regions, product and price competition, raw material prices, foreign currency exchange rates, technology changes, patent issues, litigation results, legal and regulatory developments, and other risks and uncertainties described in documents filed with the Securities and Exchange Commission. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is subject to market risk associated with changes in foreign currency exchange rates, interest rates and certain commodity prices. The Company mitigates its foreign currency exchange rate risk principally through the establishment of local production facilities in the markets it serves and invoicing of customers in the same currency as the source of the products. Molex also monitors its foreign currency exposure in each country and implements strategies to respond to changing economic and political environments. Examples of these strategies include the prompt payment of intercompany balances utilizing a global netting system, the establishment of contra-currency accounts in several international subsidiaries, development of natural hedges and occasional use of foreign exchange contracts. A formalized treasury risk management policy has been implemented by the Company which describes the procedures and controls over derivative financial and commodity instruments. Under the policy, the Company does not use derivative financial or commodity instruments for trading purposes and the use of such instruments are subject to approval levels by senior officers. Typically, the use of such derivative instruments is limited to hedging activities related to specific foreign currency cash flows. The Company's exposure related to such transactions is, in the aggregate, not material to the Company's financial position, results of operations and cash flows. - 12 - Interest rate exposure is principally limited to the $122.4 million of marketable securities owned by the Company and the Company's $13.3 million of long-term debt. The securities are debt instruments which generate interest income for the Company on temporary excess cash balances. The Company does not actively manage the risk of interest rate fluctuations on the marketable securities. However, such risk is mitigated by the relatively short term, less than twelve months, nature of these investments. The Company's long-term debt is generally at fixed rates and primarily consists of bank loans and mortgages. The Company does not enter into derivative transactions (i.e., interest rate swaps) with respect to its long-term debt as the current interest expense on this debt is not deemed material to operations. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures The term "disclosure controls and procedures" is defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934 (Exchange Act). These rules refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods. Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of a date within ninety days before the filing of this quarterly report (the Evaluation Date), and they have concluded that, as of the Evaluation Date, such controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in our reports filed under the Exchange Act. (b) Changes in internal controls We maintain a system of internal accounting controls that are designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our established policies and procedures are followed. For the quarter ended September 30, 2002, there were no significant changes to our internal controls or in other factors that could significantly affect our internal controls. - 13 - Part II - Other Information Items 1-3. Not Applicable Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Meeting of Stockholders held on October 25, 2002, the following directors were elected to hold office for their respective terms according to their class: J. H. Krehbiel, Jr., Robert J. Potter, Edgar D. Janotta, Donald G. Lubin and Joe W. Laymon. No candidate for director received less than 85,717,581 votes in favor of their election nor more than 6,259,356 votes withheld. Item 5. Not applicable Item 6. EXHIBITS AND REPORTS ON FORM 8-K A report on Form 8-K was filed on September 23, 2002 containing: 1) the statements under oath of the Principal Executive Officer and Principal Financial Officer regarding facts and circumstances relating to exchange act filings pursuant to the Securities and Exchange Commission's Order No. 4-460 issued on June 27, 2002 2) the certification under Section 906 of the Sarbanes-Oxley Act of 2002 "Corporate Responsibility for Financial Reports". - 14 - S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MOLEX INCORPORATED -------------------- (Registrant) Date November 8, 2002 /s/ ROBERT B. MAHONEY ----------------- ---------------------- Robert B. Mahoney Executive Vice President, Treasurer and Chief Financial Officer Date November 8, 2002 /s/ LOUIS A. HECHT ----------------- -------------------- Louis A. Hecht Corporate Secretary and General Counsel - 15 - CERTIFICATIONS I, J. Joseph King, Vice Chairman and Chief Executive Officer of Molex Incorporated, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Molex Incorporated; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 8, 2002 /s/ J. JOSEPH KING ---------------------- J. Joseph King Vice Chairman and Chief Executive Officer I, Robert B. Mahoney, Executive Vice President, Treasurer and Chief Financial Officer of Molex Incorporated, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Molex Incorporated; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 8, 2002 /s/ ROBERT B. MAHONEY ---------------------- Robert B. Mahoney Executive Vice President, Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----