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

August 8, 2012

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 August 8, 2012, Molex Incorporated issued a press release announcing its results of operations for the fourth quarter and full fiscal year ended June 30, 2012. A web cast to discuss earnings and current market conditions will be held on August 8, 2012. 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 August 8, 2012

Exhibit 99.2        Slides of Molex Incorporated dated August 8, 2012

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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: August 8, 2012	By:	/s/  Mark R. Pacioni
		Mark R. Pacioni
		Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press release of Molex Incorporated dated August 8, 2012
Exhibit 99.2	Slides of Molex Incorporated dated August 8, 2012

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EX-99.1

Exhibit 99.1

CONTACT:

Steve Martens, VP Investor Relations

Molex Incorporated

630-527-4344

For Immediate Release

MOLEX REPORTS FOURTH QUARTER AND FULL FISCAL YEAR RESULTS

Lisle, Illinois – August 8, 2012 — Molex Incorporated (NASDAQ: MOLX and MOLXA), a global electronic components company, today reported results for its fourth quarter and full fiscal year ended June 30, 2012.

Fourth Quarter Results

	Three Months Ended
USD millions, except per share data	Jun. 30, 2012		Mar. 31, 2012		Jun. 30, 2011
Net revenue	$	858.5	$	837.1	$	913.7
Net income		72.0		64.9		77.3
Earnings per share		0.40		0.36		0.44

Net revenue for the June 2012 quarter was $858.5 million, a 2.6% increase from the March 2012 quarter and 6.0% decrease from the June 2011 quarter. In local currencies, net revenue increased 3.3% compared with the March 2012 quarter and decreased 4.4% compared with the June 2011 quarter. Orders for the June 2012 quarter were $901.0 million, an increase of 3.3% from the March 2012 quarter, resulting in a book-to-bill ratio of 1.05 to 1.0 for the June 2012 quarter.

Net income for the June 2012 quarter was $72.0 million or $0.40 per share, compared with $64.9 million, or $0.36 per share, for the March 2012 quarter and $77.3 million, or $0.44 per share, for the June 2011 quarter.

“We are encouraged with our margin performance in the June quarter even though revenue was below our expectations. More importantly, bookings have now increased sequentially in Q3 and Q4 and new product design activity remains extremely strong,” commented Martin P. Slark, Chief Executive Officer. “At this time of global economic uncertainty, we have several new product introductions scheduled for the September quarter that, coupled with the pre-Christmas build, are expected to drive revenue growth at a rate in excess of the connector industry.”

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Other financial highlights for the quarter ended June 30, 2012:

• Gross profit margin was 30.0%, compared with 30.5% in the March 2012 quarter and 30.8% in the June 2011 quarter. The March 2012 quarter benefitted from favorable product mix, while the June 2011 quarter was achieved with higher revenue and lower commodity costs.

• SG&A expense was $161.6 million, compared with $163.9 million in the March 2012 quarter and $167.9 million in the June 2011 quarter. SG&A expense included an insurance reimbursement of $6.0 million ($0.02 per share) related to losses incurred as a result of the March 2011 earthquake and tsunami in Japan.

• Backlog was $416.4 million, an increase of $39.5 million or 10.5% from the March 2012 quarter. This increase is a direct result of orders for new products that will launch in the September 2012 quarter.

• Capital expenditures were $77.7 million or 9.0% of revenue, including significant investments for new product introductions.

• The effective tax rate of 24.3% included a one-time benefit of $6.1 million ($0.03 per share) due to the recognition of foreign tax credits and the reversal of deferred tax liabilities related to the repatriation of foreign earnings. Excluding the one-time benefit, the effective tax rate was 30.8%.

Full Fiscal Year Results

	Twelve Months Ended
USD millions, except per share data	Jun. 30, 2012		Jun. 30, 2011
Net revenue	$	3,489.2	$	3,587.3
Net income		281.4		298.8
Earnings per share		1.59		1.70

Net revenue for the full fiscal year ended June 30, 2012 was $3.5 billion, a 2.7% decrease from the prior fiscal year. Net revenue in local currencies decreased 4.3% from the prior fiscal year. Net income for the year ended June 30, 2012 was $281.4 million or $1.59 per share, compared with net income of $298.8 million or $1.70 per share in the prior fiscal year. The effective tax rate for the fiscal year ended June 30, 2012 was 29.7%.

“Despite the challenging economic environment, we are pleased with our overall operating performance during fiscal 2012. We worked hard to overcome disruptions from the earthquake and tsunami in Japan and the floods in Thailand. We were also very successful in fulfilling customer requirements in a record setting first quarter, which was followed by a significant slowdown in overall demand in the second quarter,” commented Martin P. Slark. “For the full year we increased our gross margin while significantly improving our quality and delivery metrics, introduced many new products and generated record cash flow which allowed us to increase our dividend by 10%.”

Outlook

Based upon current order rates, customer backlog and scheduled new product launches, the Company estimates revenue in a range of $900 to $940 million for the September 2012 quarter. At this level of revenue, the Company expects earnings per share in a range of $0.37 to $0.41 assuming constant foreign currency rates, unchanged commodity prices and an effective tax rate in the range of 30% to 32%.

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Earnings Conference Call Information

A conference call will be held on Wednesday, August 8, 2012 at 8:30 a.m. central time. Please dial (888) 679-8037 to participate in the call. International callers should dial (617) 213-4849. Please dial in at least five minutes prior to the start of the call and refer to participant pass code 77269585. 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 a.m. central time at (888) 286-8010 or (617) 801-6888 / pass code 71037736.

Other Investor Events

Sep. 05, 2012 – Citi’s Annual 2012 Technology Conference in New York

Sep. 12, 2012 – Deutsche Bank’s dbAccess 2012 Technology Conference in Las Vegas

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 “expect,” “anticipate,” “outlook,” “forecast,” “could,” “project,” “intend,” “plan,” “continue,” “believe,” “seek,” “estimate,” “should,” “may,” “assume,” “potential,” variations of such words 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 involve certain risks, uncertainties and assumptions that are difficult to predict. Respective risks, uncertainties, and assumptions that could affect the outcome or results of operations are described in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended June 30, 2011, and the Form 10-Q for the quarters ended September 30, 2011, December 31, 2011 and March 31, 2012.

We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by our forward-looking statements. Reference is made in particular to forward-looking statements regarding growth strategies, industry trends, global economic conditions, success of customers, cost of raw materials, value of inventory, availability of credit, currency exchange rates, labor costs, protection of intellectual property, cost reduction initiatives, acquisition synergies, manufacturing strategies, product development introduction and sales, regulatory changes, competitive strengths, natural disasters, unauthorized access to data, government investigations and outcomes of legal proceedings. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions, 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 40 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.

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Molex Incorporated

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

	June 30, 2012		June 30, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	637,417	$	532,599
Marketable securities		14,830		13,947
Accounts receivable, less allowances of $37,876 and $42,297, respectively		751,279		811,449
Inventories		531,825		535,953
Deferred income taxes		110,789		129,158
Other current assets		33,098		32,239
Total current assets		2,079,238		2,055,345
Property, plant and equipment, net		1,150,549		1,168,448
Goodwill		160,986		149,452
Non-current deferred income taxes		50,038		38,178
Other assets		170,692		186,429
Total assets	$	3,611,503	$	3,597,852
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and short-term borrowings	$	104,933	$	119,764
Accounts payable		355,491		359,812
Accrued expenses:
Salaries, commissions and bonuses		89,404		90,913
Restructuring		10,250		14,049
Accrual for unauthorized activities in Japan		184,177		182,460
Other		112,381		112,666
Income taxes payable		30,221		2,383
Total current liabilities		886,857		882,047
Other non-current liabilities		18,174		23,879
Accrued pension and postretirement benefits		115,176		100,866
Long-term debt		150,032		222,794
Total liabilities		1,170,239		1,229,586
Commitments and contingencies
Total stockholders’ equity		2,441,264		2,368,266
Total liabilities and stockholders’ equity	$	3,611,503	$	3,597,852

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Molex Incorporated

Condensed Consolidated Statements of Income

(Unaudited)

(in thousands, except per share data)

	Three Months Ended June 30,						Years Ended June 30,
	2012			2011			2012			2011
Net revenue	$	858,526		$	913,666		$	3,489,189		$	3,587,334
Cost of sales		600,904			632,264			2,420,726			2,499,197
Gross profit		257,622			281,402			1,068,463			1,088,137
Selling, general and administrative		161,581			167,914			657,732			643,462
Unauthorized activities in Japan		3,093			3,366			11,259			14,476
Total operating expenses		164,674			171,280			668,991			657,938
Income from operations		92,948			110,122			399,472			430,199
Interest (expense) income, net		(663	)		(859	)		(5,360	)		(5,708	)
Other income (expense)		2,836			(318	)		6,155			5,448
Total other income (expense)		2,173			(1,177	)		795			(260	)
Income before income taxes		95,121			108,945			400,267			429,939
Income taxes		23,160			31,669			118,890			131,131
Net income	$	71,961		$	77,276		$	281,377		$	298,808
Earnings per share:
Basic	$	0.41		$	0.44		$	1.60		$	1.71
Diluted	$	0.40		$	0.44		$	1.59		$	1.70
Dividends declared per share	$	0.2200		$	0.2000		$	0.8200		$	0.7025
Average common shares outstanding:
Basic		176,437			175,253			175,980			174,812
Diluted		178,231			176,795			177,382			175,943

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Molex Incorporated

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	Years Ended June 30,
	2012			2011
Operating activities:
Net income	$	281,377		$	298,808
Add (deduct) non-cash items included in net income:
Depreciation and amortization		236,974			242,171
Deferred income taxes		10,236			37,514
Loss on sale of property, plant and equipment		2,580			4,843
Share-based compensation		23,335			22,461
Other non-cash items		(20,561	)		(22,554	)
Changes in assets and liabilities:
Accounts receivable		44,161			(16,401	)
Inventories		(5,338	)		(25,916	)
Accounts payable		312			(63,984	)
Other current assets and liabilities		(10,246	)		(9,298	)
Other assets and liabilities		10,889			(1,493	)
Cash provided from operating activities		573,719			466,151
Investing activities:
Capital expenditures		(227,101	)		(262,246	)
Proceeds from sales of property, plant and equipment		3,444			1,804
Proceeds from sales or maturities of marketable securities		12,496			11,936
Purchases of marketable securities		(14,934	)		(8,328	)
Acquisitions		(24,000	)		(18,847	)
Other investing activities		22,400			4,972
Cash used for investing activities		(227,695	)		(270,709	)
Financing activities:
Proceeds from revolving credit facility		75,000			105,000
Payments on revolving credit facility		(260,000	)		(20,000	)
Proceeds from short-term loans and current portion of long-term debt		—			57,620
Payments on short-term loans and current portion of long-term debt		(53,748	)		(60,270	)
Proceeds from issuance of long-term debt		150,000			—
Payments on long-term debt		(575	)		(48,356	)
Cash dividends paid		(140,638	)		(114,410	)
Exercise of stock options		7,873			7,269
Other financing activities		(4,194	)		(4,044	)
Cash used for financing activities		(226,282	)		(77,191	)
Effect of exchange rate changes on cash		(14,924	)		37,996
Net increase (decrease) in cash and cash equivalents		104,818			156,247
Cash and cash equivalents, beginning of year		532,599			376,352
Cash and cash equivalents, end of year	$	637,417		$	532,599

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EX-99.2

Exhibit 99.2

FY12 Q4 Conference Call August 8, 2012

Forward-Looking Statement Page 1 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 “expect,” “anticipate,” “outlook,” “forecast,” “could,” “project,” “intend,” “plan,” “continue,” “believe,” “seek,” “estimate,” “should,” “may,” “assume,” “potential,” variations of such words 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 involve certain risks, uncertainties and assumptions that are difficult to predict. Respective risks, uncertainties, and assumptions that could affect the outcome or results of operations are described in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended June 30, 2011, and the Form 10-Q for the quarters ended September 30, 2011, December 31, 2011 and March 31, 2012. We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by our forward- looking statements. Reference is made in particular to forward-looking statements regarding growth strategies, industry trends, global economic conditions, success of customers, cost of raw materials, value of inventory, availability of credit, currency exchange rates, labor costs, protection of intellectual property, cost reduction initiatives, acquisition synergies, manufacturing strategies, product development introduction and sales, regulatory changes, competitive strengths, natural disasters, unauthorized access to data, government investigations and outcomes of legal proceedings. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions, or otherwise.

Non-GAAP Financial Measures In Molex Incorporated’s (“Molex” or the “Company”) conference call on August 8, 2012 regarding the Company’s financial results for the fiscal quarter and fiscal year ended June 30, 2012 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

(CHART) Revenue / Order Trend US $ Millions Page 3 Q4 Book-to-Bill 1.05 to 1

REVENUE REVENUE REVENUE ORDERS ORDERS ORDERS Sequential Change YOY Change % Total Sequential Change YOY Change %Total Automotive (1)% 5% 18% (3)% 17% 17% Infotech 2% (4)% 26% 5% (2)% 26% Telecom 2% (17)% 22% 11% (2)% 24% Consumer Elect. 7% (4)% 17% 3% (5)% 17% Industrial 4% (9)% 14% (1)% (11)% 13% Medical / Military 2% 8% 3% (7)% 11% 3% TOTAL 3% (6)% 100% 3% (1)% 100% Change in Revenue / Orders By Industry – June Quarter Page 4

REVENUE REVENUE ORDERS ORDERS YTD Change % Total YTD Change % Total Automotive 7% 17% 10% 17% Infotech 5% 26% 6% 25% Telecom (10)% 23% (7)% 24% Consumer Elect. (6)% 18% (4)% 18% Industrial (9)% 13% (9)% 13% Medical / Military 1% 3% 6% 3% TOTAL (3)% 100% (1)% 100% Change in Revenue / Orders By Industry – FY12 Page 5

FY12 Summary Strong performance validates new model Free cash flow. Record year Dividends paid. Record year Revenue. 2nd best Income from ops. 2nd best Gross margin. Expanded from FY11 Operational metrics improved as well: Delivery. Record year Quality. Record year Customer satisfaction yields new opportunities Page 6

Full Year Financial Summary Page 7 *See GAAP to Non-GAAP reconciliation Full Year Full Year Full Year 2012 2011 2010 Net revenue $3,489 $3,587 $3,007 Gross margin 30.6% 30.3% 29.7% SG&A $657.7 $643.5 $610.8 SG&A % 18.9% 17.9% 20.3% Operating margin 11.4% 12.0% *9.4% EPS $1.59 $1.70 *$1.10 (US$ in millions, except per-share data)

Quarter Ended Quarter Ended Quarter Ended Jun 2012 Mar 2012 Jun 2011 Net revenue $858.5 $837.1 $913.7 Gross margin 30.0% 30.5% 30.8% SG&A $161.6 $163.9 $167.9 Unauthorized activities in Japan $3.1 $2.5 $3.4 Income from operations $92.9 $88.8 $110.1 Interest (expense) net $(0.7) $(1.2) $(0.8) Other income $2.9 $1.6 $(0.4) Effective tax rate 24.3% 27.2% 29.1% Net income $72.0 $64.9 $77.3 Earnings per diluted share $0.40 $0.36 $0.44 Financial Summary (US$ in millions, except per-share data) Page 8

Quarter Ended Quarter Ended Quarter Ended Jun 2012 Mar 2012 Jun 2011 Cash and marketable securities $652.2 $622.5 $546.5 Total debt* $250.8 $252.2 $338.7 Net cash $401.4 $370.3 $207.8 Receivable days outstanding 70 days 72 days 72 days Inventory days outstanding 87 days 93 days 84 days Return on net assets** 19.4% 20.1% 21.6% Research and development $46.7 $45.7 $43.8 Balance Sheet and Operating Metrics (US$ 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 9 **See GAAP to non-GAAP reconciliation

(CHART) Free Cash Flow Trend Page 10 Q3 11 Q4 11 Q1 12 Q2 12 Q3 12 Q4 12 Cash Flow From Operations $144.5 $139.2 $150.5 $141.0 $138.9 $143.3 Less: Capital Expenditures $64.2 $65.3 $42.8 $52.3 $54.4 $77.7 Free Cash Flow (non-GAAP measure) $80.3 $73.9 $107.7 $88.7 $84.5 $65.6 US $ in millions

September Fiscal Quarter Revenue $900 to $940 million EPS $0.37 to $0.41 Outlook Assumes 30%-32% effective tax rate Constant foreign exchange rates and commodity prices EPS includes $0.01 for Japan litigation Page 11

Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended Jun2012 Mar2012 Dec2011 Sep2011 Jun2011 Income from operations $92,948 $88,802 $97,141 $120,581 $110,122 Unauthorized activities in Japan 3,093 2,521 2,723 2,922 3,366 Non-GAAP income from operations $96,041 $91,323 $99,864 $123,503 $113,488 Non-GAAP Measure (US$ 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. Operating income excluding restructuring and special charges Fixed assets + Inventory + A/R – A/P RONA =

June 2010 Earnings per share $0.44 Restructuring costs and asset impairments 0.53 Unauthorized activities in Japan 0.10 Tax adjustment stock compensation 0.03 Non-GAAP earnings per share $1.10 Non-GAAP Measure Fiscal year ended Non-GAAP earnings per share is a non-GAAP financial measure. We refer to non-GAAP earnings per share to describe earnings per share excluding the items referenced above. We believe that non-GAAP earnings per share provides useful information to investors because it provides information about the estimated financial performance of Molex’s ongoing business. Non-GAAP earnings per share 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 earnings per share may be different from similar measures used by other companies.

June 2010 Income from operations $137,802 Restructuring costs and asset impairments 117,139 Unauthorized activities in Japan 26,898 Non-GAAP income from operations $281,839 Non-GAAP income from operations as a percent of sales 9.4% Non-GAAP Measure (US$ 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. Fiscal year ended