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

January 23, 2013

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 January 23, 2013, Molex Incorporated issued a press release announcing its results of operations for the second quarter ended December 31, 2012. A web cast to discuss earnings and current market conditions will be held on January 23, 2013. 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 January 23, 2013

Exhibit 99.2        Slides of Molex Incorporated dated January 23, 2013

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: January 23, 2013	By:	/s/  Mark R. Pacioni
		Mark R. Pacioni
		Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press release of Molex Incorporated dated January 23, 2013
Exhibit 99.2	Slides of Molex Incorporated dated January 23, 2013

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 FOR FISCAL 2013 SECOND QUARTER

Lisle, Illinois – January 23, 2013 — Molex Incorporated (NASDAQ: MOLX and MOLXA), a global electronic components company, today reported results for its second quarter ended December 31, 2012.

	Three Months Ended
USD millions, except per share data	Dec 31, 2012		Sept 30, 2012		Dec 31, 2011
Net revenue	$	967.7	$	916.9	$	857.6
Net income		70.4		71.3		64.0
Earnings per share		0.39		0.40		0.36

Net revenue for the December 2012 quarter was $967.7 million, an increase of 5.5% from the September 2012 quarter and 12.8% from the December 2011 quarter. In local currencies, net revenue increased 4.8% compared with the September 2012 quarter and 13.8% compared with the December 2011 quarter. Orders for the December 2012 quarter were $919.7 million, a decline of 2.6% from the September 2012 quarter and an increase of 12.8% from the December 2011 quarter.

Net income for the December 2012 quarter was $70.4 million or $0.39 per share, compared with $71.3 million, or $0.40 per share, for the September 2012 quarter and $64.0 million, or $0.36 per share, for the December 2011 quarter.

“Our results came in at the high end of our guidance range and we were particularly pleased to achieve record revenue this quarter as shipments were strong leading into the Christmas period. Bookings were weaker toward the latter part of the quarter and consistent with normal seasonal trends, were down 2.6% on a sequential basis. Our pipeline of new projects is strong and we will have a clearer view of the business trends for calendar year 2013 after Chinese New Year,” stated Martin P. Slark, Chief Executive Officer.

1

Other financial highlights for the quarter ended December 31, 2012:

• Gross profit margin was 29.9%, compared with 29.3% in the September 2012 quarter and 30.7% in the December 2011 quarter.

• SG&A expense was $181.0 million, compared with $163.1 million in the September 2012 quarter and $163.1 million in the December 2011 quarter. The September 2012 quarter included insurance proceeds of $9.9 million related to losses incurred from the March 2011 earthquake and tsunami in Japan.

• Backlog was $404.0 million, a decrease of 9.3% from the September 2012 quarter and an increase of 16.7% from the December 2011 quarter.

• The book-to-bill ratio for the December quarter was 0.95 to 1 compared with 1.03 to 1 for the September quarter and 0.95 to 1 for the December 2011 quarter.

• Capital expenditures were $78.6 million or 8.1% of revenue.

• Inventory days outstanding was 83 days compared with 84 days in the September 2012 quarter and 91 days in the December 2011 quarter.

• Accounts receivable days outstanding was 67 days compared with 69 days in the September 2012 quarter and 71 days in the December 2011 quarter.

• The effective tax rate was 31.1%.

Outlook

Based upon current order rates and customer backlog, the Company estimates revenue in the range of $900 to $930 million for the March 2013 quarter. At this level of revenue, the Company expects earnings per share in the range of $0.33 to $0.37, assuming constant foreign currency rates, unchanged 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 Wednesday, January 23, 2013 at 8:30 a.m. central time. Please dial (888) 679-8035 to participate in the call. International callers should dial (617) 213-4848. Please dial in at least five minutes prior to the start of the call and refer to participant pass code 88944879. 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 81162241.

Other Investor Events

Feb 12-14 – Goldman Sachs Technology and Internet Conference in San Francisco, CA

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 “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, 2012, and the Form 10-Q for the quarter ended September 30, 2012, which is incorporated by reference and in other reports that Molex files or furnishes with the Securities and Exchange Commission.

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, foreign 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, income tax fluctuations, 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 74-year-old global manufacturer of electronic, electrical and fiber optic interconnection systems. Based in Lisle, Illinois, USA, the Company operates 41 manufacturing locations in 15 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)

	Dec. 31, 2012		June 30, 2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	705,047	$	637,417
Marketable securities		11,738		14,830
Accounts receivable, less allowances of $37,681 and $37,876, respectively		745,851		751,279
Inventories		566,889		531,825
Deferred income taxes		101,398		110,789
Other current assets		33,109		33,098
Total current assets		2,164,032		2,079,238
Property, plant and equipment, net		1,177,342		1,150,549
Goodwill		195,030		160,986
Non-current deferred income taxes		48,063		50,038
Other assets		180,130		170,692
Total assets	$	3,764,597	$	3,611,503
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of short-term borrowings and long-term debt	$	115,869	$	104,933
Accounts payable		344,997		355,491
Accrued expenses:
Accrued liability for unauthorized activities in Japan		170,665		184,177
Income taxes payable		40,876		35,360
Other		200,084		212,035
Total current liabilities		872,491		891,996
Other non-current liabilities		19,700		18,174
Accrued pension and other postretirement benefits		95,424		115,176
Long-term debt		230,000		150,032
Total liabilities		1,217,615		1,175,378
Commitments and contingencies
Total stockholders’ equity		2,546,982		2,436,125
Total liabilities and stockholders’ equity	$	3,764,597	$	3,611,503

4

Molex Incorporated

Condensed Consolidated Statements of Income

(Unaudited)

(in thousands, except per share data)

	Three Months Ended December 31,						Six Months Ended December 31,
	2012			2011			2012			2011
Net revenue	$	967,735		$	857,598		$	1,884,656		$	1,793,583
Cost of sales		678,565			594,661			1,327,069			1,237,918
Gross profit		289,170			262,937			557,587			555,665
Selling, general and administrative		181,028			163,073			344,149			332,298
Unauthorized activities in Japan		1,627			2,723			4,188			5,645
Total operating expenses		182,655			165,796			348,337			337,943
Income from operations		106,515			97,141			209,250			217,722
Interest (expense) income, net		(1,133	)		(2,094	)		(1,943	)		(3,485	)
Other (expense) income		(3,151	)		1,482			(1,955	)		1,758
Total other (expense) income, net		(4,284	)		(612	)		(3,898	)		(1,727	)
Income before income taxes		102,231			96,529			205,352			215,995
Income taxes		31,837			32,513			63,644			71,462
Net income	$	70,394		$	64,016		$	141,708		$	144,533
Earnings per share:
Basic	$	0.40		$	0.36		$	0.80		$	0.82
Diluted	$	0.39		$	0.36		$	0.79		$	0.82
Dividends declared per share	$	0.2200		$	0.2000		$	0.4400		$	0.4000
Average common shares outstanding:
Basic		177,123			175,830			176,888			175,656
Diluted		178,854			176,985			178,743			176,778

5

Molex Incorporated

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	Six Months Ended December 31,
	2012			2011
Operating activities:
Net income	$	141,708		$	144,533
Add non-cash items included in net income:
Depreciation and amortization		117,402			121,174
Share-based compensation		15,425			11,402
Other non-cash items		5,685			5,213
Changes in assets and liabilities:
Accounts receivable		5,006			94,400
Inventories		(34,831	)		(26,442	)
Accounts payable		(5,326	)		(40,976	)
Other current assets and liabilities		9,605			(7,183	)
Other assets and liabilities		(97	)		(10,608	)
Cash provided from operating activities		254,577			291,513
Investing activities:
Capital expenditures		(148,041	)		(95,055	)
Acquisitions		(55,299	)		(24,000	)
Proceeds from sales of property, plant and equipment		3,020			2,202
Proceeds from sales or maturities of marketable securities		8,399			6,553
Purchases of marketable securities		(5,081	)		(4,787	)
Insurance proceeds and other investing activities		9,957			—
Cash used for investing activities		(187,045	)		(115,087	)
Financing activities:
Proceeds from revolving credit facility		90,000			75,000
Payments on revolving credit facility		(10,000	)		(220,000	)
Proceeds from short-term loans and debt		178,089			—
Payments on short-term loans and debt		(158,620	)		(27,389	)
Proceeds from issuance of long-term debt		—			149,713
Cash dividends paid		(116,706	)		(70,186	)
Exercise of stock options		4,804			2,630
Other financing activities		(2,115	)		(2,087	)
Cash used for financing activities		(14,548	)		(92,319	)
Effect of exchange rate changes on cash		14,646			(9,370	)
Net increase in cash and cash equivalents		67,630			74,737
Cash and cash equivalents, beginning of period		637,417			532,599
Cash and cash equivalents, end of period	$	705,047		$	607,336

6

EX-99.2

January 23, 2013

January 23, 2013

Exhibit 99.2

FY13 Q2 Conference Call

Page 1

Page 1

Forward-Looking

Forward-Looking

Statement

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

“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, 2012, and the Form 10-Q for the quarter

ended September 30, 2012, which is incorporated by reference and in other reports that Molex files or

furnishes with the Securities and Exchange Commission. 

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, foreign 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, income tax fluctuations,

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.

In

Molex

Incorporated’s

(“Molex”

or

the

“Company”)

conference

call

on

January

23, 2013 regarding the Company’s financial results for the second fiscal quarter

ended December 31, 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.

Page 2

Page 2

Non-GAAP Financial Measures

Non-GAAP Financial Measures

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.

Record revenue

More normal seasonal order pattern

Investments in the future

Record operating metrics

Page 3

Page 3

FY13 Q2 Summary

FY13 Q2 Summary

Page 4

Page 4

Q1 12

Q2 12

Q3 12

Q4 12

Q1 13

Q2 13

$936

$858

$837

$859

$917

$968

$910

$815

$873

$901

$944

$920

Revenue

Orders

Revenue / Order Trend

Revenue / Order Trend

Q2 Book-to-Bill 0.95 to 1

REVENUE

ORDERS

Sequential

Change

YOY

Change

%

Total

Sequential

Change

YOY

Change

%

Total

Automotive

3%

15%

16%

3%

17%

17%

Infotech

11%

31%

28%

(3)%

26%

27%

Telecom

15%

15%

27%

(2)%

19%

26%

Consumer

Elect.

(9)%

(11)%

14%

(15)%

(13)%

14%

Industrial

(9)%

(4)%

11%

(5)%

(5)%

11%

Medical /

Military

31%

54%

4%

38%

64%

5%

TOTAL

6%

13%

100%

(3)%

13%

100%

Page 5

Page 5

Change in Revenue / Orders

Change in Revenue / Orders

By Industry –

By Industry –

December Quarter

December Quarter

Quarter Ended

Dec 2012

Sep 2012

Dec 2011

Net revenue

$967.7

$916.9

$857.6

Gross margin

29.9%

29.3%

30.7%

SG&A

$181.0

$163.1

$163.1

Unauthorized activities in Japan

$1.6

$2.6

$2.7

Income from operations

$106.5

$102.7

$97.1

Interest (expense) net

$(1.1)

$(0.8)

$(2.1)

Other (expense) income

$(3.2)

$1.2

$1.5

Effective tax rate

31.1%

30.8%

33.7%

Net income

$70.4

$71.3

$64.0

Earnings per diluted share

$0.39

$0.40

$0.36

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

Page 6

Page 6

Financial Summary

Financial Summary

Quarter Ended

Dec 2012

Sep 2012

Dec 2011

Cash and marketable securities

$716.8

$702.1

$618.6

Total debt*

$341.9

$221.2

$320.5

Net cash

$374.9

$480.9

$298.1

Receivable days outstanding

67 days

69 days

71 days

Inventory days outstanding

83 days

84 days

91 days

Return on net assets**

19.1%

18.7%

20.6%

Research and development

$47.9

$46.3

$44.8

(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 7

Page 7

**See GAAP to non-GAAP reconciliation

Balance Sheet and Operating Metrics

Balance Sheet and Operating Metrics

Page 8

Page 8

US $ in millions

0

20

40

60

80

100

Free Cash Flow Trend

Free Cash Flow Trend

Q2 12

Q3 12

Q4 12

Q1 13

Q2 13

Cash Flow From Operations

$141.0

$138.9

$143.3

$167.4

$87.2

Less:  Capital Expenditures

$52.3

$54.4

$77.7

$69.4

$78.6

Free Cash Flow (non-GAAP measure)

$88.7

$84.5

$65.6

$98.0

$8.6

Q2 12

Q3 12

Q4 12

Q1 13

Q2 13

Free Cash Flow

Net Income

March Fiscal Quarter

Revenue

$900 to $930 million

EPS

$0.33 to $0.37

Assumes

–

30% to 32% effective tax rate

–

Constant foreign exchange rates and

commodity prices

Page 9

Page 9

Outlook

Outlook

Quarter Ended

Dec

2012

Sep

2012

Jun

2012

Mar

2012

Dec

2011

Income from

operations

$106,515

$102,735

$92,948

$88,802

$97,141

Unauthorized

activities in Japan

1,627

2,561

3,093

2,521

2,723

Non-GAAP income

from operations

$108,142

$105,296

$96,041

$91,323

$99,864

(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.

RONA =

Non-GAAP Measure

Non-GAAP Measure

Fixed assets + Inventory + A/R – A/P 

Operating

income

excluding

restructuring

and

special

charges