UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
   
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 20102011
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                    
Commission File Number 0-7491
 
MOLEX INCORPORATED
(Exact name of registrant as specified in its charter)
   
Delaware
36-2369491
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization) 36-2369491
(I.R.S. Employer
Identification No.)
2222 Wellington Court, Lisle, Illinois 60532
(Address of principal executive offices)
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. Yesþ Noo
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ Noo
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
       
Large accelerated filerþ Accelerated filero Non-accelerated filero Smaller reporting companyo
(Do not check if a smaller reporting company)
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
     On October 21, 2010,19, 2011, the following numbers of shares of the Company’s common stock were outstanding:
     
Common Stock  95,560,076 
Class A Common Stock  79,225,20080,142,915 
Class B Common Stock  94,255 
 
 

 


 

Molex Incorporated
INDEX
     
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  3 
  4
 
  5
 
  6
 
  13
14 
  23
24 
  24
25 
    
  25
26 
  25
26 
  26
27 
  2728 
EX-31.1Section 302 Certification of Chief Executive Officer
EX-31.2Section 302 Certification of Chief Financial Officer
EX-32.1Section 906 Certification of Chief Executive Officer
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT
Section 302 Certification of Chief Executive Officer
Section 302 Certification of Chief Financial Officer
Section 906 Certification of Chief Executive Officer
Section 906 Certification of Chief Financial Officer

2


PART I
Item 1. Financial Statements
Item 1.Financial Statements
Molex Incorporated
Condensed Consolidated Balance Sheets

(in thousands)
                
 Sept. 30, June 30,  Sept. 30, June 30, 
 2010 2010  2011 2011 
 (Unaudited)  (Unaudited) 
ASSETS
  
Current assets:  
Cash and cash equivalents $340,644 $376,352  $557,376 $532,599 
Marketable securities 18,261 18,508  11,150 13,947 
Accounts receivable, less allowances of $49,831 and $43,650 respectively 790,101 734,932 
Accounts receivable, less allowances of $40,685 and $42,297 respectively 782,833 811,449 
Inventories 546,808 469,369  547,209 535,953 
Deferred income taxes 113,455 112,531  131,819 129,158 
Other current assets 41,963 64,129  40,917 32,239 
          
Total current assets 1,851,232 1,775,821  2,071,304 2,055,345 
Property, plant and equipment, net 1,111,292 1,055,144  1,144,023 1,168,448 
Goodwill 132,848 131,910  148,349 149,452 
Non-current deferred income taxes 90,318 94,191  39,404 38,178 
Other assets 181,831 179,512  177,498 186,429 
          
Total assets $3,367,521 $3,236,578  $3,580,578 $3,597,852 
     
      
LIABILITIES AND STOCKHOLDERS’ EQUITY
  
Current liabilities:  
Current portion of long-term debt and short-term borrowings $116,200 $110,070  $129,781 $119,764 
Accounts payable 385,271 395,474  349,657 359,812 
Accrued expenses:  
Accrual for unauthorized activities in Japan 175,076 165,815  191,873 182,460 
Income taxes payable 37,374 21,505  32,349 2,383 
Other 214,599 219,832  222,930 217,628 
          
Total current liabilities 928,520 912,696  926,590 882,047 
Other non-current liabilities 18,672 19,869  22,253 23,879 
Accrued pension and postretirement benefits 140,889 135,448  96,232 100,866 
Long-term debt 171,907 183,434  176,925 222,794 
          
Total liabilities 1,259,988 1,251,447  1,222,000 1,229,586 
          
 
Commitments and contingencies 
 
Stockholders’ equity: 
Commitments and contingencies Stockholders’ equity: 
Common stock 11,232 11,207  11,302 11,285 
Paid-in capital 644,944 638,796 
Additional paid-in capital 680,869 674,494 
Retained earnings 2,280,685 2,232,445  2,453,482 2,408,083 
Treasury stock  (1,100,402)  (1,098,087)  (1,107,670)  (1,106,039)
Accumulated other comprehensive income 271,074 200,770  320,595 380,443 
          
Total stockholders’ equity 2,107,533 1,985,131  2,358,578 2,368,266 
          
Total liabilities and stockholders’ equity $3,367,521 $3,236,578  $3,580,578 $3,597,852 
          
See accompanying notes to condensed consolidated financial statements.

3


Molex Incorporated
Condensed Consolidated Statements of Operations
Income
(Unaudited)

(in thousands, except per share data)
                
 Three Months Ended  Three Months Ended 
 September 30,  September 30, 
 2010 2009  2011 2010 
Net revenue $897,672 $674,033  $935,985 $897,672 
Cost of sales 622,596 482,614  643,257 622,596 
          
Gross profit 275,076 191,419  292,728 275,076 
          
 
Selling, general and administrative 157,056 145,628  169,225 157,056 
Restructuring costs and asset impairments  55,894 
Unauthorized activities in Japan 5,542 5,554  2,922 5,542 
          
Total operating expenses 162,598 207,076  172,147 162,598 
          
 
Income (loss) from operations 112,478  (15,657)
Income from operations 120,581 112,478 
 
Interest (expense) income, net  (1,335)  (1,000)
Other (expense) income  (351) 3,484 
Interest expense, net 1,391 1,335 
Other (income) expense  (276) 351 
          
Total other (expense) income  (1,686) 2,484 
Total other expense, net 1,115 1,686 
          
 
Income (loss) before income taxes 110,792  (13,173)
Income before income taxes 119,466 110,792 
 
Income taxes 35,688 1,963  38,949 35,688 
          
 
Net income (loss) $75,104 $(15,136)
Net income $80,517 $75,104 
          
 
Earnings (loss) per share: 
Earnings per share: 
Basic $0.43 $(0.09) $0.46 $0.43 
Diluted $0.43 $(0.09) $0.46 $0.43 
 
Dividends declared per share $0.1525 $0.1525  $0.2000 $0.1525 
 
Average common shares outstanding:  
Basic 174,370 173,486  175,466 174,370 
Diluted 175,156 173,486  176,585 175,156 
See accompanying notes to condensed consolidated financial statements.

4


Molex Incorporated
Condensed Consolidated Statements of Cash Flows

(Unaudited)
(in thousands)
                
 Three Months Ended  Three Months Ended 
 September 30,  September 30, 
 2010 2009  2011 2010 
Operating activities:  
Net income (loss) $75,104 $(15,136)
Add non-cash items included in net income (loss): 
Net income $80,517 $75,104 
Add non-cash items included in net income: 
Depreciation and amortization 59,108 60,589  61,239 59,108 
Share-based compensation 5,149 7,092  5,135 5,149 
Non-cash restructuring and other costs, net  13,191 
Other non-cash items 8,634 6,625  5,991 8,634 
Changes in assets and liabilities:  
Accounts receivable  (29,343)  (72,586) 22,927  (29,343)
Inventories  (57,988) 1,482   (18,260)  (57,988)
Accounts payable  (24,876) 32,131   (10,702)  (24,876)
Other current assets and liabilities 27,886 39,092  28,890 27,886 
Other assets and liabilities  (1,079)  (1,862)  (25,188)  (1,079)
          
Cash provided from operating activities 62,595 70,618  150,549 62,595 
 
Investing activities:  
Capital expenditures  (71,192)  (45,634)  (42,804)  (71,192)
Proceeds from sales of property, plant and equipment 643 3,192  1,396 643 
Proceeds from sales or maturities of marketable securities 2,184 35,303  4,868 2,184 
Purchases of marketable securities  (1,257)  (958)  (2,777)  (1,257)
Other investing activities   (355)
          
Cash used for investing activities  (69,622)  (8,452)  (39,317)  (69,622)
 
Financing activities:  
Proceeds from revolving credit facility and short term loans 20,000 90,000 
Proceeds from revolving credit facility 30,000 20,000 
Payments on revolving credit facility  (10,000)  (40,000)  (195,000)  (10,000)
Payments on short-term loans  (27,266)  
Proceeds from issuance of long-term debt 797   150,000 797 
Payments of long-term debt  (24,840)  (196)  (143)  (24,840)
Cash dividends paid  (26,565)  (26,486)  (35,068)  (26,565)
Exercise of stock options 358 266  620 358 
Other financing activities  (967)  (700)  (1,014)  (967)
          
Cash (used for) provided from financing activities  (41,217) 22,884 
 
Cash used for financing activities  (77,871)  (41,217)
Effect of exchange rate changes on cash 12,536 11,242   (8,584) 12,536 
          
Net (decrease) increase in cash and cash equivalents  (35,708) 96,292 
Net increase (decrease) in cash and cash equivalents 24,777  (35,708)
Cash and cash equivalents, beginning of period 376,352 424,707  532,599 376,352 
          
Cash and cash equivalents, end of period $340,644 $520,999  $557,376 $340,644 
          
See accompanying notes to condensed consolidated financial statements.

5


Molex Incorporated
Molex Incorporated
Notes to Condensed Consolidated Financial Statements

(Unaudited)
1. Basis of Presentation
     Molex Incorporated (together with its subsidiaries, except where the context otherwise requires, “we,” “us,” and “our”) manufactures electronic components, including electrical and fiber optic interconnection products and systems, switches and integrated products in 39 manufacturing locations in 16 countries.
     The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period have been included. Operating results for the three months ended September 30, 20102011 are not necessarily an indication of the results that may be expected for the year ending June 30, 2011.2012. The Condensed Consolidated Balance Sheet as of June 30, 20102011 was derived from our audited consolidated financial statements for the year ended June 30, 2010.2011. These financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended June 30, 2010.2011.
     The preparation of the unaudited financial statements in conformity with GAAP requires the use of estimates and assumptions related to the reporting of assets, liabilities, revenues, expenses and related disclosures. Significant estimates and assumptions are used in the estimation of income taxes, pension and retiree health care benefit obligations, stock options, accrual for unauthorized activities in Japan, allowances for accounts receivable and inventory and impairment reviews for goodwill, intangible and other long-lived assets. Estimates are revised periodically. Actual results could differ from these estimates. Material subsequent events are evaluated and disclosed through the report issuance date.
2. Unauthorized Activities in Japan
     As we previously reported in April 2010,our Annual Report on Form 10-K for the year ended June 30, 2011, we launched an investigation intoinvestigated unauthorized activities in Japan. We learned that an individual working in Molex Japan’s finance group obtained unauthorized loans from third party lenders, that included in at least one instance the attempted unauthorized pledge of Molex Japan facilities as security, in Molex Japan’s name that were used to cover losses resulting from unauthorized trading, including margin trading, in Molex Japan’s name. We also learned that the individual misappropriated funds from Molex Japan’s accounts to cover losses from unauthorized trading. The individual admitted to forging documentation in arranging and concealing the transactions. We retained outside legal counsel, and they retained forensic accountants, to investigate the matter. The investigation has been completed.
Ltd. Based on the results of the completed investigation, we recorded for accounting purposes an accrued liability for the effect of unauthorized activities pending the resolution of these matters including the legal proceedings reported in Note 12. Cumulative investigative and legal costs through September 30, 2010 were $10.3 million, including $5.5 million in14 of the first quarter of fiscal 2011.Notes to the Condensed Consolidated Financial Statements.
     We believe these unauthorized activities and related losses occurred from at least as early as 1988 through 2010, with approximately $167.4 million of losses occurring prior to June 30, 2007. The accrued liability for these potential net losses was $175.1$191.9 million as of September 30, 2010,2011, including $9.3$26.1 million in cumulative foreign currency translation, which was recorded as a component of other comprehensive income. To the extent we prevail in not having to pay all or any portion of the outstanding unauthorized loans, we would recognize a gain in that amount.
In addition, we have a contingent liability of $11.2$39.8 million for other loan-related expenses, interest expense and delay damages on the outstanding unauthorized loans.

6


3. Restructuring Costs and Asset Impairments
     On June 30, 2010 we completed a multi-year restructuring plan designed to reduce costs and to improve return on invested capital in connection with a new global organization that was effective July 1, 2007. A majority of the plan related to facilities located in North America, Europe and Japan and, in general, the movement of manufacturing activities from these plants to lower-cost facilities.

6


     Changes in the accrued severancerestructuring accrual balance are summarized as follows (in thousands):
        
Balance at June 30, 2010 $26,898 
Balance at June 30, 2011 $14,049 
Cash payments  (9,390)  (752)
Non-cash related costs 1,519   (569)
      
Balance at September 30, 2010 $19,027 
Balance at September 30, 2011 $12,728 
      
4. Acquisitions
     During the third quarter of fiscal 2011, we completed an asset acquisition of an active optical cable business for $24.6 million and recorded goodwill of $14.6 million. The purchase price includes contingent consideration up to $5.8 million payable through fiscal 2013 upon the seller meeting certain criteria. The purchase price allocation for this acquisition is complete.
5. Earnings (Loss) Per Share
     A reconciliation of the basic average common shares outstanding to diluted average common shares outstanding is as follows (in thousands):
                
 Three Months Ended  Three Months Ended 
 September 30,  September 30, 
 2010 2009  2011 2010 
Net income (loss) $75,104 $(15,136)
Net income $80,517 $75,104 
          
Basic weighted average common shares outstanding 174,370 173,486  175,466 174,370 
Effect of dilutive stock options 786   1,119 786 
          
Diluted weighted average common shares outstanding 175,156 173,486  176,585 175,156 
          
  
Earnings (loss) per share: 
Earnings per share: 
Basic $0.43 $(0.09) $0.46 $0.43 
Diluted $0.43 $(0.09) $0.46 $0.43 
     Excluded from the computations above were anti-dilutive shares of 5.6 million and 6.1 million as offor the three months ended September 30, 2010.2011 and 2010, respectively.
5.6. Comprehensive Income
     Total comprehensive income is summarized as follows (in thousands):
         
  Three Months Ended 
  September 30, 
  2010  2009 
Net income (loss) $75,104  $(15,136)
Translation adjustments  70,255   42,836 
Accumulated actuarial loss     (5,831)
Unrealized investment gain  49   354 
       
Total comprehensive income $145,408  $22,223 
       
         
  Three Months Ended 
  September 30, 
  2011  2010 
Net income $80,517  $75,104 
Translation adjustments  (58,724)  70,255 
Unrealized investment (loss) gain  (1,124)  49 
       
Total comprehensive income $20,669  $145,408 
       

7


6.7. Inventories
     Inventories are valued at the lower of first-in, first-out cost or market. Inventories, net of allowances, consist of the following (in thousands):
                
 Sept. 30, June 30,  Sept. 30, June 30, 
 2010 2010  2011 2011 
Raw materials $99,418 $86,338  $96,839 $91,362 
Work in process 157,299 139,922  151,132 143,888 
Finished goods 290,091 243,109  299,238 300,703 
          
Total inventories $546,808 $469,369  $547,209 $535,953 
          
7.8. Pensions and Other Postretirement Benefits
     The components of pension benefit cost are as follows (in thousands):
                
 Three Months Ended  Three Months Ended 
 September 30,  September 30, 
 2010 2009  2011 2010 
Service cost $2,197 $1,990  $1,381 $2,197 
Interest cost 1,967 2,041  2,123 1,967 
Expected return on plan assets  (1,812)  (1,696)  (2,166)  (1,812)
Amortization of prior service cost 53 10  65 53 
Recognized actuarial losses 893 57  290 893 
Amortization of transition obligation 9 624  10 9 
Curtailment adjustment   (3,849)
          
Benefit cost $3,307 $(823) $1,703 $3,307 
          
     The components of retiree health care benefit cost are as follows (in thousands):
                
 Three Months Ended  Three Months Ended 
 September 30,  September 30, 
 2010 2009  2011 2010 
Service cost $342 $271  $274 $342 
Interest cost 617 621  586 617 
Amortization of prior service cost  (516)  (516)  (516)  (516)
Recognized actuarial losses 333 175  82 333 
          
Benefit cost $776 $551  $426 $776 
          

8


8.9. Debt
     Total debt consisted of the following:following (in thousands):
                                
 Average      Average     
 Interest September 30, June 30,  Interest September 30, June 30, 
 Rate Maturity 2010 2010  Rate Maturity 2011 2011 
Long-term debt:  
Private Placement  2.91 — 4.28% 2016 — 2021 $150,000 $ 
U.S. Credit Facility  2.76% 2012 $110,000 $100,000   1.74% 2016 20,000 185,000 
Unsecured bonds and term loans  1.31 – 1.65% 2012 – 2013 60,705 81,431   0.77 — 1.31% 2012 — 2013 66,531 89,342 
Mortgages, industrial development bonds and other debt  5.92% 2013 1,202 2,003 
Other debt  5.92% 2012 — 2013 1,498 1,528 
          
Total long-term debt 171,907 183,434  238,029 275,870 
Current portion of long-term debt and short-term borrowings: 
Unsecured bonds, term loans and short-term credit line  1.31 – 2.48% 109,876 104,359 
Other short-term borrowings, including capital leases  4.86% 6,324 5,711 
Less current portion of long-term debt: 
Unsecured bonds and term loans  0.77 — 1.31% 60,070 52,156 
Other debt Varies 1,034 920 
          
Total current portion of long-term debt and short-term borrowings 116,200 110,070 
Long-term debt, less current portion 176,925 222,794 
 
Short-term borrowings 
Overdraft loan  2.48% 2012 65,265 62,060 
Other short-term borrowings  5.92% 3,412 4,628 
     
Total short-term borrowings 68,677 66,688 
          
Total debt $288,107 $293,504  $306,706 $342,558 
 ��          
     In September 2010, Molex Japan renewed a ¥5.0 billion overdraft loan,On August 18, 2011, we issued senior notes totaling $150.0 million through an unregistered, private placement of debt (the Private Placement). The Private Placement consists of three $50.0 million series notes: Series A with a six month term and an interest rate of approximately 2.48%. At2.91% matures on August 18, 2016; Series B with an interest rate of 3.59% matures on August 18, 2018; and Series C with an interest rate of 4.28% matures on August 18, 2021. The Note Purchase Agreement contains customary covenants regarding liens, debt, substantial asset sales and mergers. The Note Purchase Agreement also requires us to maintain financial covenants pertaining to, among other things, our consolidated leverage and interest rate coverage. As of September 30, 2010,2011, we were in compliance with these covenants and the balance of the overdraft loan, which requires full repayment by the end of the term, approximated $59.6senior notes was $150.0 million.
     In March 2010, Molex Japan entered into a ¥3.0 billion syndicated term loan for three years, with interest rates equivalent to six month Tokyo Interbank Offered Rate (TIBOR) plus 75 basis points and scheduled principal payments of ¥0.5 billion every six months. At September 30, 2010, the balance of the syndicated term loan approximated $30.0 million, of which $12.0 million was current.
     In September 2009, Molex Japan issued unsecured bonds totaling ¥10 billion with a term of three years, an interest rate of approximately 1.65% and scheduled principal payments of ¥1.6 billion every six months. At September 30, 2010, the outstanding balance of the unsecured bonds approximated $81.0 million, of which $38.3 million was current.
     In June 2009, we entered into a $195.0 million unsecured, three-year revolving credit facility in the United States, amended in January 2010, September 2010 and March 2011, that matureswas initially scheduled to mature in June 2012 (the “U.S.U.S. Credit Facility”)Facility). In connection with the September 2010 amendment, we increased the credit line on the U.S. Credit Facility to $270.0 million. In March 2011, we further amended the credit facility to increase the credit line to $350.0 million and extend the term to March 2016. Borrowings under the U.S. Credit Facility bear interest at a fluctuating interest rate (based on London InterBank Offered Rate) plus an applicable percentage based on our consolidated leverage. The applicable percentage was 250150 basis points as of September 30, 2010. In September 2010, we exercised the feature to increase the credit line to $270.0 million and added three lenders.2011. The instrument governing the U.S. Credit FacilityAgreement contains customary covenants regarding liens, debt, substantial asset sales and mergers, dividends and investments. The U.S. Credit FacilityAgreement also requires us to maintain financial covenants pertaining to, among other things, our consolidated leverage and fixed charge coverage and liquidity.coverage. As of September 30, 2010,2011, we were in compliance with these covenants and had outstanding borrowings of $110.0$20.0 million. We obtained waiver letters from
     In September 2011, Molex Japan renewed a ¥5.0 billion overdraft loan, with a six month term and an interest rate of approximately 2.48%. At September 30, 2011, the participating banks for any defaultbalance of the U.S. Credit Facility arising fromoverdraft loan, which requires full repayment by the unauthorized activities in Japan.end of the term if not renewed, approximated $65.3 million.
     In March 2010, Molex Japan entered into a ¥3.0 billion syndicated term loan for three years, with interest rates equivalent to the six month Tokyo Interbank Offered Rate plus 75 basis points and scheduled principal payments of ¥0.5 billion every six months. At September 30, 2011, the balance of the syndicated term loan approximated $19.5 million, of which $13.1 million was current.
     In September 2009, Molex Japan issued unsecured bonds totaling ¥10.0 billion with a term of three years, an interest rate of approximately 1.65% and scheduled principal payments of ¥1.6 billion every six months. At September 30, 2011, the outstanding balance of the unsecured bonds approximated $47.0 million which is classified as current.

9


     Certain assets, including land, buildings and equipment, secure a portion of our long-term debt. Principal payments on long-term debt obligations are due as follows: fiscal 2012, $132.9 million; fiscal 2013, $35.9 million; fiscal 2014, $3.1 million.follows (in thousands):
     
2012 $61,104 
2013  6,925 
2014   
2015   
2016  70,000 
Thereafter $100,000 
    
Total long-term debt obligations $238,029 
    
     We had available lines of credit totaling $258.1$406.4 million at September 30, 2010 expiring2011, including a $350.0 million unsecured, five-year revolving credit facility with $330.0 million available as of September 30, 2011. The lines of credit expire between 20102011 and 2013.2021.
9.10. Income Taxes
     The effective tax rate was 32.6% for the three months ended September 30, 2011 and 32.2% for the three months ended September 30, 2010 and (14.9)% for the three months ended September 30, 2009. Changes in the amount of unrecognized tax benefits in the three months ended September 30, 2010 were not significant.2010.

9


     We are subject to tax in U.S. Federal, Statestate and foreign tax jurisdictions. We have substantially completed all U.S. federal income tax matters for tax years through 2006.2007. The tax years 20072008 through 20092010 remain open to examination by all major taxing jurisdictions to which we are subject.
     It is our practice to recognize interest and/orand penalties related to income tax matters in tax expense. As of September 30, 2010,2011, there were no material interest or penalty amounts to accrue.
10.11. Fair Value Measurements
     The following table summarizes our financial assets and liabilities as of September 30, 2010,2011, which are measured at fair value on a recurring basis (in thousands):
                                
 Quoted Prices     Quoted Prices     
 in Active Significant   in Active Significant   
 Total Markets for Other Significant Total Markets for Other Significant 
 Measured Identical Observable Unobservable Measured Identical Observable Unobservable 
 at Fair Assets Inputs Inputs at Fair Assets Inputs Inputs 
 Value (Level 1) (Level 2) (Level 3) Value (Level 1) (Level 2) (Level 3) 
Available for sale and trading securities $29,605 $29,605 $ $  $23,142 $23,142 $ $ 
Derivative financial instruments, net 6,401  6,401  —  4,861  4,861  
     We determine the fair value of our marketable and available for sale securities based on quoted market prices (Level 1). We generally use derivatives for hedging purposes, which are valued based on Level 2 inputs in the fair value hierarchy. The fair value of our financial instruments is determined by a mark-to-market valuation based on forward curves using observable market prices.
     The carrying value of our long-term debt approximates fair value.
11.12. Derivative Instruments and Hedging Activities
     We use derivative instruments to manage our foreign exchange and commodity cost exposures. All derivative instruments are recognized at fair value in other current assets or liabilities.
Derivatives Not Designated as Hedging Instruments
     We use one-month foreign currency forward contracts (forward contracts) to offset the impact of exchange rate volatility on certain assets and liabilities, including intercompany receivables and payables denominated in non-

10


functional currencies. These forward contracts have not been designated as hedges, and the gains or losses on these forward contracts, along with the offsetting losses or gains due to the fluctuation of exchange rates on the underlying foreign currency denominated assets and liabilities, are recognized in other income (expense). The notional amounts of the forward contracts were $155.9 million and $175.6 million at September 30, 2011 and June 30, 2011, respectively, with corresponding fair values of a $5.0 million liability at September 30, 2011 and a $2.7 million asset at June 30, 2011.
Cash Flow Hedges
     We use derivatives in the form of call options to hedge the variability of gold and copper costs. These derivative instruments are designated as cash flow hedges and hedge approximately 60% of our planned gold and copper purchases. Gains and losses of the effective hedges are recorded as a component of accumulated other comprehensive income and reclassified to cost of sales during the period the product containing the commodity is sold. The fair values of the call options were $9.9 million and $7.8 million at September 30, 2011 and June 30, 2011, respectively. These call options have maturities of 12 months or less.
     For the three months ended September 30, 2011 and 2010, the impact to accumulated other comprehensive income and earnings from cash flow hedges follows (in thousands):
         
  Three Months Ended 
  September 30, 
  2011  2010 
Unrealized gain (loss) recognized in accumulated other comprehensive income $1,502  $(722)
Gain reclassified into earnings  1,845   2,136 
13. New Accounting Pronouncements
     In January 2010,September 2011, the Financial Accounting Standards Board (the FASB) issued updated guidance on the periodic testing of goodwill for impairment. This guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. This new guidance to enhance disclosure requirements related to fair value measurements by requiring certain new disclosures and clarifying certain existing disclosures. The new guidance requires additional information related to activities in the reconciliation of Level 3 fair value measurements. The new guidance also expands the disclosures related to the disaggregation of assets and liabilities and information about inputs and valuation techniques. The new guidance related to Level 3 fair value measurements will beis effective for us on Januarybeginning July 1, 2011. We are currently evaluating the requirements of this2012, with early adoption permitted. This new guidance but dowill not expect it to have a material impact on our consolidated financial statements.
     In June 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220). This new guidance requires the components of net income and other comprehensive income to be either presented in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. This new guidance eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for us for the quarter ended March 31, 2012 and will amend our presentation of the components of comprehensive income.
12.14. Contingencies
     We are currently a party to various legal proceedings, claims and investigations including those disclosed in this note. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially adversely impact our financial position cash flows, or overall trends in operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur. If unfavorable final outcomes were to occur, then there exists the possibility of a material adverse impact.

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Employment and Benefits Litigation
     In 2009, a French subsidiary of Molex, Molex Automotive SARL (MAS), decided to close a facility it operated in Villemur-sur-Tarn, France. Molex Automotive SARLMAS submitted a social plan to Molex Automotive SARL’sMAS’s labor representatives providing for payments to approximately 280 terminated employees. This social plan was adopted by Molex Automotive SARL onMAS in 2009 and payments were made to those employees until September 15, 2009. On2010. In September 24, 2010, 188 former employees of Molex Automotive SARLMAS who were covered under the social plan filed suit against Molex Automotive SARLMAS and AGS (a state fund for wage guarantee) in the Toulouse Labor Court, requesting additional compensation on the basis that

10


their dismissal was not economically justified.compensation. The total amount sought by the 188former employees is approximately €25€24 million ($34.932.5 million). Molex hasInternational initiated liquidation of MAS, and pursuant to a court proceeding, a liquidator was appointed in November 2010. One of the liquidator’s responsibilities is to assess and respond to the lawsuits involving MAS. In June 2011, the former employees of MAS noticed Molex Automotive SARL,Incorporated (Molex) as a defendant to the Toulouse Labor Court proceedings. In their court submission, the former employees claim that Molex was a co-employer of the former employees and is assessingthus jointly liable for any additional compensation the impactcourt awards. The former employees also claim that there was no economic justification for their dismissal, that MAS decided to close the facility before it consulted with the employees and their representatives and that MAS did not adequately comply with its obligation to assist the terminated employees in obtaining alternative employment. The liquidator has filed a submission on behalf of this actionMAS and argues that the dismissal was economically justified, that the former employees have not proven the damages they are seeking but nonetheless Molex was co-employer and thus liable for any additional payments that may be awarded to the former employees. AGS filed its submission, adopting essentially the same substantive position as the liquidator on the pending lawsuits.dismissal of the former employees but arguing that Molex was the employer. Molex shall file its necessary submission in advance of the court hearings. The Toulouse Labor Court has scheduled two hearings, one on March 5, 2012 for employees who fall within the executives section and another on April 5, 2012 for all other employees. We intend to vigorously contest the attempt by the former employees to seek additional compensation from Molex.
Molex Japan Co., Ltd.Ltd
     As we previously reported in our fiscal 2010 Annual Report on Form 10-K, we launched an investigation into unauthorized activities at Molex Japan Co., Ltd. in April 2010. We learned that an individual working in Molex Japan’s finance group obtained unauthorized loans from third party lenders, that included in at least one instance the attempted unauthorized pledge of Molex Japan facilities as security, in Molex Japan’s name that were used to cover losses resulting from unauthorized trading, including margin trading, in Molex Japan’s name. We also learned that the individual misappropriated funds from Molex Japan’s accounts to cover losses from unauthorized trading. The individual admitted to forging documentation in arranging and concealing the transactions. We retained outside legal counsel, and they retained forensic accountants, to investigate the matter. The investigation has been completed.
     On August 31, 2010, Mizuho Bank (Mizuho), which holds the unauthorized loans, filed a complaint in Tokyo District Court requesting the court to find Molex Japan liable for the payment of the outstanding unauthorized loans and to enter a judgment for such payment. Mizuho is claiming payment of outstanding principal borrowings of ¥3 billion ($35.739.2 million), ¥5 billion ($59.665.3 million), ¥5 billion ($59.665.3 million) and ¥2 billion ($23.826.1 million), other loan-related expenses of approximately ¥106 million ($1.31.4 million) and interest and delay damages of approximately ¥832 million yen¥2.9 billion ($9.938.4 million) as of September 30, 2010.2011. On October 13, 2010, Molex Japan filed a written answer requesting the court to dismiss the complaint.complaint and subsequently both parties have submitted additional briefs to the court. The next court hearing is scheduled for November 16, 2011. We intend to vigorously contest the enforceability of the outstanding unauthorized loans and any attempt by the lender to obtain payment. See Note 2 of the “NotesNotes to the Condensed Consolidated Financial Statements”Statements for accounting treatment of the accrual for unauthorized activities in Japan.
     As we reported on April 29, 2011, the Securities and Exchange Commission (the SEC) has informed us that the SEC has issued a formal order of private investigation in connection with the activities in Molex Japan. We are fully cooperating with the SEC’s investigation.

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13.15. Segments and Related Information
     Our reportable segments consist of the Connector and Custom & Electrical segments:
The Connector segment designs and manufactures products for high-speed, high-density, high signal-integrity applications as well as fine-pitch, low-profile connectors for the consumer and commercial markets. It also designs and manufactures products that withstand environments such as heat, cold, dust, dirt, liquid and vibration for automotive and other transportation applications.
The Custom & Electrical segment designs and manufactures integrated and customizable electronic components, including connectors, across all industries that provide original, differentiated solutions to customer requirements. It also leverages expertise in the use of signal, power and interface technology in industrial automation and other harsh environment applications.

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The Custom & Electrical segment designs and manufactures integrated and customizable electronic components, including connectors, across all industries that provide original, differentiated solutions to customer requirements. It also leverages expertise in the use of signal, power and interface technology in industrial automation and other harsh environment applications.
     Information by segment is summarized as follows (in thousands):
                                
 Custom & Corporate   Custom & Corporate   
 Connector Electrical & Other Total Connector Electrical & Other Total 
For the three months ended:  
September 30, 2011: 
Revenues from external customers $678,780 $256,794 $411 $935,985 
Income (loss) from operations 106,262 41,908  (27,589) 120,581 
Depreciation & amortization 50,075 7,127 4,037 61,239 
Capital expenditures 34,701 6,914 1,189 42,804 
 
September 30, 2010:  
Revenues from external customers $661,136 $236,031 $505 $897,672  $661,136 $236,031 $505 $897,672 
Income (loss) from operations 98,647 42,566  (28,735) 112,478  98,647 42,566  (28,735) 112,478 
Depreciation & amortization 47,536 7,523 4,049 59,108  47,536 7,523 4,049 59,108 
Capital expenditures 58,757 7,254 5,181 71,192  58,757 7,254 5,181 71,192 
 
September 30, 2009: 
Revenues from external customers $489,141 $184,771 $121 $674,033 
Income (loss) from operations 4,675 11,151  (31,483)  (15,657)
Depreciation & amortization 48,513 8,383 3,693 60,589 
Capital expenditures 40,591 2,599 2,444 45,634 
     Corporate & Other includes expenses primarily related to corporate operations that are not allocated to segments such as executive management, human resources, legal, finance and information technology. We also include in Corporate & Other the investigative and legal costs related to the unauthorized activities in Japan and the assets of certain facilitiesplants that are not specific to a particular division.
     Segment assets, which are comprised of accounts receivable, inventory and fixed assets, are summarized as follows (in thousands):
                 
      Custom & Corporate  
  Connector Electrical & Other Total
September 30, 2010 $1,832,342  $449,830  $166,029  $2,448,201 
June 30, 2010  1,720,866   437,614   100,965   2,259,445 
                 
      Custom &  Corporate    
  Connector  Electrical  & Other  Total 
September 30, 2011 $1,899,592  $479,216  $95,257  $2,474,065 
June 30, 2011  1,913,675   503,443   98,732   2,515,850 
     The reconciliation of segment assets to consolidated total assets is as follows (in thousands):
                
 Sept. 30, June 30,  Sept. 30, June 30, 
 2010 2010  2011 2011 
Segment net assets $2,448,201 $2,259,445 
Segment assets $2,474,065 $2,515,850 
Other current assets 514,323 571,520  741,262 707,943 
Non current assets 404,997 405,613 
Other non-current assets 365,251 374,059 
          
Consolidated total assets $3,367,521 $3,236,578  $3,580,578 $3,597,852 
          

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Molex Incorporated
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
     Unless otherwise indicated or the content otherwise requires, the terms “we,” “us” and “our” and other similar terms in this Quarterly Report on Form 10-Q refer to Molex Incorporated and its subsidiaries.
     The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and accompanying notes contained herein and our consolidated financial statements and accompanying notes and management’s discussion and analysis of results of operations and financial condition contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2010.2011. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those described below under the heading “Cautionary Statement Regarding Forward-Looking Information.”
Overview
     Our core business is the manufacture and sale of electromechanical components. Our products are used by a large number of leading original equipment manufacturers (OEMs) throughout the world. We design, manufacture and sell more than 100,000 products including terminals, connectors, planar cables, cable assemblies, interconnection systems, backplanes, integrated products and mechanical and electronic switches in 39 manufacturing locations in 16 countries. We also provide manufacturing services to integrate specific components into a customer’s product.
     We have two global product segments: Connector and Custom & Electrical.
  The Connector segment manufactures and sells products for high-speed, high-density, high signal-integrity applications as well as fine-pitch, low-profile connectors for the consumer and commercial markets. It also designs and manufactures products that withstand environments such as heat, cold, dust, dirt, liquid and vibration for automotive and other transportation applicants.
 
  The Custom & Electrical segment designs and manufactures integrated and customizable electronic components including connectors, across all industries that provide original, differentiated solutions to customer requirements. It also leverages expertise in the use of signal, power and interface technology in industrial automation and other harsh environment applications.
     Customer demand andNet revenue has improved significantly in fiscal 2010 and 2011 due to rapid recovery in the world’s gross domestic product from the instability in the global economy in fiscal 2009, particularly in Asia. The stronger end market demand and release of new products increased our net revenue and gross margins during the three months ended September 30, 20102011 compared with the prior year period primarily due to favorable foreign currency translation. Customer demand improved in the infotech and automotive markets with the release of new products, but was offset by decreases in the telecommunications, consumer and industrial markets. Gross profit improved due to higher net revenue, particularly in Japan, and higher absorption from increased production. We increased prices to partially offset rising input costs, which improved gross profit compared with the prior year period. Selling, generalThe improved gross profit and administrative expenses as a percent of revenue also decreasedcost control efforts improved our operating income during the three months ended September 30, 20102011 compared with the prior year period due to higher net revenue and our lower cost structure resulting from our restructuring program and specific cost containment activities.period.
     On June 30, 2010 we completed a multi-year restructuring plan designed to reduce costs and to improve return on invested capital in connection with a new global organization that was effective July 1, 2007. A majority of the plan related to facilities located in North America, Europe and Japan and, in general, the movement of manufacturing activities from these plants to lower-cost facilities. Restructuring costs during fiscal 2010 were $116.9 million, consisting of $79.6 million of severance costs and $37.3 million for asset impairments.
     Our financial results are influenced by factors in theThe markets in which we operate andcompete are highly competitive. Our financial results may be influenced by the following factors: our ability to successfully execute our business strategy. Marketplace factors includestrategy; competition for customers,customers; raw material prices,prices; product and price competition,competition; economic conditions in various geographic regions,regions; foreign currency exchange rates,rates; interest rates,rates; changes in technology,technology; fluctuations in customer demand,demand; patent and intellectual property issues,issues; availability of credit and general market liquidity,liquidity; natural disasters; litigation resultsresults; investigations and legal proceedings and regulatory developments. We expect that the marketplace environment will remain highly competitive. Our ability to execute

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our business strategy successfully will require that we meet a number of challenges, including our ability to accurately forecast sales demand and calibrate manufacturing to such demand, manage volatile raw material costs, develop, manufacture and successfully market new and enhanced products and product lines, control operating costs, and attract, motivate and retain key personnel to manage our operational, financial and management information systems. Our sales are also dependent

14


on end markets impacted by consumer, industrial and infrastructure spending, and our operating results can be adversely affected by reduced demand in those end markets.
Unauthorized Activities in Japan
     As we previously reported in April 2010,our Annual Report on Form 10-K for the year ended June 30, 2011, we launched an investigation intoinvestigated unauthorized activities in Japan. We learned that an individual working in Molex Japan’s finance group obtained unauthorized loans from third party lenders, that included in at least one instance the attempted unauthorized pledge of Molex Japan facilities as security, in Molex Japan’s name that were used to cover losses resulting from unauthorized trading, including margin trading, in Molex Japan’s name. We also learned that the individual misappropriated funds from Molex Japan’s accounts to cover losses from unauthorized trading. The individual admitted to forging documentation in arranging and concealing the transactions. We retained outside legal counsel, and they retained forensic accountants, to investigate the matter. The investigation has been completed.
Ltd. Based on the results of the completed investigation, we recorded for accounting purposes an accrued liability for the effect of unauthorized activities pending the resolution of these matters including the legal proceedings reported in Note 12. Cumulative investigative and legal costs through September 30, 2010 were $10.3 million, including $5.5 million in14 of the first quarter of fiscal 2011.Notes to the Condensed Consolidated Financial Statements.
     We believe these unauthorized activities and related losses occurred from at least as early as 1988 through 2010, with approximately $167.4 million of losses occurring prior to June 30, 2007. The accrued liability for these potential net losses was $175.1$191.9 million as of September 30, 2010,2011, including $9.3$26.1 million in cumulative foreign currency translation, which was recorded as a component of other comprehensive income. To the extent we prevail in not having to pay all or any portion of the outstanding unauthorized loans, we would recognize a gain in that amount.
In addition, we have a contingent liability of $11.2$39.8 million for other loan-related expenses, interest expense and delay damages on the outstanding unauthorized loans.
Critical Accounting Policies and Estimates
     This discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates and assumptions related to the reporting of assets, liabilities, revenues, expenses and related disclosures. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements. Estimates are revised periodically. Actual results could differ from these estimates.
     The information concerning our critical accounting policies can be found under Management’s Discussion of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June 30, 20102011 filed with the Securities and Exchange Commission, which is incorporated by reference in this Form 10-Q.

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Results of Operations
     The following table sets forth consolidated statements of operations data as a percentage of net revenue for the three months ended September 30 (in thousands):
                                
 Percentage Percentage  Percentage Percentage 
 2010 of Revenue 2009 of Revenue  2011 of Revenue 2010 of Revenue 
Net revenue $897,672  100.0% $674,033  100.0% $935,985  100.0% $897,672  100.0%
Cost of sales 622,596  69.4% 482,614  71.6% 643,257  68.7% 622,596  69.4%
                  
Gross profit 275,076  30.6% 191,419  28.4% 292,728  31.3% 275,076  30.6%
  
Selling, general & administrative 157,056  17.5% 145,628  21.6% 169,225  18.1% 157,056  17.5%
Restructuring costs and asset impairments   0.0% 55,894  8.3%
Unauthorized activities in Japan 5,542  0.6% 5,554  0.8% 2,922  0.3% 5,542  0.6%
                  
Income (loss) from operations 112,478  12.5%  (15,657)  (2.3)%
Income from operations 120,581  12.9% 112,478  12.5%
  
Other (expense) income, net  (1,686)  (0.2)% 2,484  0.3%
Other expense, net 1,115  0.1% 1,686  0.2%
                  
Income (loss) before income taxes 110,792  12.3%  (13,173)  (2.0)%
Income before income taxes 119,466  12.8% 110,792  12.3%
Income taxes 35,688  3.9% 1,963  0.3% 38,949  4.2% 35,688  3.9%
                  
Net income (loss) $75,104  8.4% $(15,136)  (2.3)%
Net income $80,517  8.6% $75,104  8.4%
                  

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Net Revenue
     We sell our products in five primary markets. Our connectors, interconnecting devices and assemblies are used principally in the telecommunications, infotech, (formally referred to as data), consumer, industrial and automotive markets. Our products are used in a wide range of applications including notebook computers, computer peripheral equipment, mobile products such as smartphones and tablets, digital electronics such as cameras and flat panel display televisions, automobile engine control units and adaptive braking systems, factory robotics and diagnostic equipment.
     RevenueNet revenue increased significantly across allin the infotech and automotive markets during the first quarter of fiscal 20112012 compared with the first quarter of fiscal 20102011 (comparable quarter) as customer demand improved over the prior year. Revenueyear, but declined in the telecommunications, consumer and industrial markets. Net revenue increased in the telecommunications, infotech consumer and industrialconsumer markets during the first quarter of fiscal 20112012 compared with the fourth quarter of fiscal 20102011 (sequential quarter), but declined in the automotive market due to seasonal effect.telecommunications and industrial markets. The increase (decrease) in net revenue from each market during the first quarter of fiscal 20112012 compared with the comparable quarter and the sequential quarter follows:
                
 Comparable Sequential Comparable Sequential 
 Quarter Quarter Quarter Quarter 
Telecommunications  33.3%  10.0%  (5)%  (2)%
Infotech 38.2 5.8  20 6 
Consumer 25.1 12.2   (2) 14 
Industrial 50.4 3.4   (4)  (6)
Automotive 20.7  (4.1) 17  
     Telecommunications market net revenue increaseddecreased against both the comparable quarter anddue to decreases in demand for certain mobile products partially offset by increased infrastructure spending on networking. Telecommunications market net revenue decreased against the sequential quarter primarily due to increaseddecreased infrastructure spending partially offset by improved demand for mobile products, including higher demand for smartphones and our customers’ introduction of smartphone models.

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     Infotech market net revenue increased significantly against the comparable quarter primarily due to increased content and strong demand for notebook computers and tablet devices. Infotech market net revenue increased against the comparablesequential quarter primarily because of depressed enterprise spending in the prior year andon increased demand for networking and storage products in the current period. Infotech market net revenue increased modestly against the sequential quarter reflecting backlog reduction.tablet devices.
     Consumer market net revenue increaseddecreased against both the comparable and sequential quartersquarter due to customers replenishing inventory levels and increasedlower demand for our components in flat panel display televisions, and digital cameras. Consumer market netpartially offset by increased demand in gaming equipment. Net revenue increased modestly against the sequential quarter primarily due to delayed pre-holiday production volumes based on our customers’ anticipation of consumer spending duringin home entertainment and gaming equipment from the holiday season.prior quarter.
     Industrial market net revenue increased substantiallydecreased against the comparable quarter as global economic conditions improved over the prior year period. Demandand sequential quarters due to softening demand for industrial instrumentssemiconductor and production equipment improved asfrom our customers’ increaseddecreased production to meet demand after delaying many industrial automation projectsand relatively high levels of inventory in the prior year period due to uncertainties about the economic conditions. Sequentially, industrial market net revenue increased modestly as the backlog of demand caused by delayed projects has been reduced.distribution channel.
     Automotive market net revenue increased substantially against the comparable quarter asdue to increased global car sales have increased, particularly in North Americaautomobile production and China, as improving global economic conditions led to our customers increasing vehicle builds to replenish inventory levels and meet demand. The automotive market also benefited from our customers’ increasing electronic content in automobiles, such as rear view cameras, navigational and entertainment systems, mobile communication and entertainment systems. Automotiveproducts to promote fuel efficiency. The automotive market net revenue declined slightlyremained unchanged against the sequential quarter due to seasonality and automobile manufacturer’s leveling out inventory after global government incentive programs ended.quarter.

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The following table shows the percentage of our net revenue by geographic region:
     The following table shows the percentage of our net revenue by geographic region:
                
 Three Months Ended Three Months Ended 
 September 30, September 30, 
 2010 2009 2011 2010 
Americas  24%  23%  24%  24%
Asia Pacific 63 61  63 63 
Europe 13 16  13 13 
          
Total  100%  100%  100%  100%
          
     The following table provides an analysis of the change in net revenue compared with the prior fiscal year period (in thousands):
        
 Three Months  Three Months 
 Ended  Ended 
 Sept. 30, 2010  Sept. 30, 2011 
Net revenue for prior year period $674,033  $897,672 
Components of net revenue change:  
Organic net revenue increase 214,614 
Organic net revenue decline  (18,595)
Currency translation 7,033  52,875 
Acquisitions 1,992  4,033 
      
Total change in net revenue from prior year period 223,639  38,313 
      
Net revenue for current year period $897,672  $935,985 
      
 
Organic net revenue increase as a percentage of net revenue from prior year period  31.8%
Organic net revenue decline as a percentage of net revenue from prior year period  (2.1)%
     Organic net revenue increased significantlydecreased during the three months ended September 30, 20102011 compared with the comparable quarterprior year period as customer demand improveddecreased in all of ourcertain primary markets. We also completed an asset purchaseacquisition of a company in Chinaan active optical cable business during the secondthird quarter of fiscal 2010.2011.
     Foreign currency translation increased net revenue by approximately $7.0$52.9 million for the three months ended September 30, 2010 compared with the comparable quarter2011 principally due to a stronger Japanese yen,

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partially offset by a weaker euro against the U.S. dollar. The following tables show the effect on the change in geographic net revenue from foreign currency translations to the U.S. dollar (in thousands):
                        
 Three Months Ended September 30, 2010  Three Months Ended September 30, 2011 
 Local Currency Net  Local Currency Net 
 Currency Translation Change  Currency Translation Change 
Americas $61,323 $266 $61,589  $3,835 $384 $4,219 
Asia Pacific 133,659 20,570 154,229   (8,186) 36,888 28,702 
Europe 22,921  (13,803) 9,118   (9,010) 15,603 6,593 
Corporate & other  (1,297)   (1,297)
Corporate & Other  (1,201)   (1,201)
              
Net change $216,606 $7,033 $223,639  $(14,562) $52,875 $38,313 
              
     The change in net revenue on a local currency basis compared with the comparable quarter was as follows:
     
  Three Months
  Ended
  Sept. 30, 20102011
Americas  39.31.8%
Asia Pacific  32.7(1.5)
Europe  21.0(7.6)
 
Total  32.1(1.6)%

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Gross Profit
     The following table provides a summary of gross profit and gross margin for the three months ended September 30 (in thousands):
                
 Three Months Ended Three Months Ended 
 September 30, September 30, 
 2010 2009 2011 2010 
Gross profit $275,076 $191,419  $292,728 $275,076 
Gross margin  30.6%  28.4%  31.3%  30.6%
     The increase in gross profit and gross margin for the three month periodmonths ended September 30, 20102011 was primarily due to higher revenue. The increase in gross margin was primarily due tonet revenue and higher absorption from increased productionproduction. We also increased prices to partially offset rising input costs, which improved gross profit and lower costs resulting from our restructuring program, which has improved margins over time.gross margin. The improvements in gross profit and gross margin were partially offset by the impact of price erosion and material price increases.
     A significant portion of our material cost is comprised of copper and gold. We purchased approximately 6.86.0 million pounds of copper and approximately 40,60029,000 troy ounces of gold during the first quarter of fiscal 2011.2012. The following table shows the change in average prices related to our purchases of copper and gold for the three months ended September 30 (in thousands):
                
 Three Months Ended Three Months Ended 
 September 30, September 30, 
 2010 2009 2011 2010 
Copper (price per pound) $3.30 $2.71  $4.07 $3.30 
Gold (price per troy ounce) 1,228.00 960.00  1,702.00 1,228.00 
     Generally, we are able to pass through to our customers only a small portion of changes in the cost of copper and gold. However, we mitigate the impact of any significant increases in gold and copper prices by hedging with call options a portion of our projected net global purchases of gold and copper. The hedges reduced cost of sales by $1.8 million for the three months ended September 30, 2011 and reduced cost of sales by $2.2 million for the three months ended September 30, 2010. The hedges did not materially affect operating results for the three months ended September 30, 2009.

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     The effect of certain significant impacts on gross profit compared with the comparable quarterprior year periods was as follows for the three months ended September 30 (in thousands):
        
 Three Months Three Months 
 Ended Ended 
 Sept. 30, 2010 Sept. 30, 2011 
Price erosion $(27,695) $(24,018)
Currency translation 7,896  16,975 
Currency transaction  (13,251)  (18,606)
     Price erosion is measured as the reduction in prices of our products year over year, which reduces our gross profit, particularly in our Connector segment, where we have the largest impacts of price erosion. A significant portion of our price erosion occurred in our mobile phone connector products whichas our customers introduced new versions of mobile products. Mobile phones and smartphones are part of our telecommunications and consumer markets.market.
     The increase in gross profit due to currency translation was primarily due to a stronger Japanese yen against other currencies and a general weakening of the U.S. dollar against other currencies, except the euro, during the three months ended September 30, 2010.2011.
     Certain products that we manufacture in Japan and Europe are sold in other regions of the world at selling prices primarily denominated in or closely linked to the U.S. dollar. As a result, changes in currency exchange rates

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may affect our cost of sales reported in U.S. dollars without a corresponding effect on net revenue. The decrease in gross profit due to currency transactions was primarily due to a stronger Japanese yen and a general weakening of the U.S dollar against most currencies, partially offset by a weaker euro against the U.S. dollar during the three months ended September 30, 2010.2011.
Operating Expenses
     Operating expenses were as follows as of September 30 (in thousands):
                
 Three Months Ended Three Months Ended 
 September 30, September 30, 
 2010 2009 2011 2010 
Selling, general and administrative $157,056 $145,628  $169,225 $157,056 
Restructuring costs and asset impairments  55,894 
Unauthorized activities in Japan 5,542 5,554  2,922 5,542 
 
Selling, general and administrative as a percentage of revenue  17.5%  21.6%
Selling, general and administrative as a percentage of net revenue  18.1%  17.5%
     Selling, general and administrative expenses decreased as a percent of net revenue for the three months ended September 30, 2010 from the comparable quarter dueincreased $12.2 million compared to the increased revenue and our lower cost structure resulting from our restructuring efforts and specific cost containment activities.prior year period. The impact of currency translation decreasedincreased selling, general and administrative expenses by approximately $8.1 million and $2.6 million for the three months ended September 30, 2011 and 2010, as compared to the comparable quarter.respectively.
     Research and development expenditures, which are classified as selling, general and administrative expense, were approximately $40.5$43.9 million, or 4.5%4.7% of net revenue for the three months ended September 30, 2010,2011, compared to $36.5with $40.5 million, or 5.4%4.5% of net revenue for the comparable quarter.prior year period.
     Net restructuring costs decreased $55.9 million during the three months ended September 30, 2010, compared to the comparable quarter, as we concluded our restructuring program. Net restructuring costs during the three months ended September, 2009 included $13.2 million for asset impairments and $42.7 million for employee termination benefits. The cumulative expense of our restructuring program was $314.8 million with estimated annual savings of approximately $205.0 million.

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     Unauthorized activities in Molex Japan for the three months ended September 30, 20102011 represent investigative and legal fees. See Note 2 of the “NotesNotes to the Condensed Consolidated Financial Statements”.Statements.
Other Income (Expense)Expense (Income)
     Other income (expense)expense (income) consists primarily of net interest income, investment income and currency exchange gains or losses. We recordedNet expenses of $1.1 million for the three months ended September 30, 2011 compared with net expenses of $1.7 million for the three months ended September 30, 2010 respectively, compared with net gains of $2.5 million for the comparable quarter. The net expenses for the month ended September 30, 2010 were primarily due to a general weakening of the U.S. dollar against other currencies,as investment income partially offset by investment incomeinterest expense and a stronger Japanese yen against other currencies. The gains during the three months ended September 30, 2009 primarily related to foreign currency exchange gains resulting from strengthening of the U.S. dollar against most currencies.losses in both periods.
Effective Tax Rate
     The effective tax rate was 32.2%32.6% for the three months ended September 30, 2010.2011. During the three months ended September 30, 2010,2011, we recorded income tax expense of $2.3$3.1 million due primarily to the reversal of estimated tax benefits resulting from expirations of employee stock options and vesting of restricted stock at amounts less than recorded book value.
     Our effective tax rate reflects tax benefits derived from significant operations outside the United States, which, other than Japan, are generally taxed at rates lower than the U.S. statutory rate of 35.0%. A change in the mix of income before income taxes from these various jurisdictions can have a significant impact on our periodic effective rate.
The effective tax rate was (14.9)%32.2% for the three months ended September 30, 2009.2010.

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Backlog
     Our order backlog on September 30, 20102011 was approximately $445.5$387.2 million an increase of 46.5% compared with order backlog of $304.2$445.5 million at September 30, 2009.2010. Orders for the three months ended September 30, 20102011 were $868.4$910.0 million compared with $724.4$868.4 million for the comparable quarter,prior year period, representing the significant increase in customer demand during the three months ended September 30, 2010.fiscal 2012. Orders during the three months ended September 30, 2010 improved in all of our primary markets compared with the comparable quarter.prior year period, except for the industrial and telecom markets which decreased 5.4% and 8.4% respectively over the prior year period.
Segments
     The following table sets forth information on net revenue by segment as of the three months ended September 30 (in thousands):
                                
 Percentage Percentage  Percentage Percentage 
 2010 of Revenue 2009 of Revenue  2011 of Revenue 2010 of Revenue 
Connector $661,136  73.6% $489,141  72.5% $678,780  72.5% $661,136  73.6%
Custom & Electrical 236,031 26.3 184,771 27.4  256,794 27.4 236,031 26.3 
Corporate & Other 505 0.1 121 0.1  411 0.1 505 0.1 
                  
Total $897,672  100.0% $674,033  100.0% $935,985  100.0% $897,672  100.0%
                  

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Connector
     The following table provides an analysis of the change in net revenue compared with the prior fiscal year (in thousands):
        
 Three Months  Three Months 
 Ended  Ended 
 Sept. 30, 2010  Sept. 30, 2011 
Net revenue for prior year period $489,141  $661,136 
Components of net revenue change:  
Organic net revenue increase 162,667 
Organic net revenue decrease  (23,914)
Currency translation 9,328  41,558 
      
Total change in net revenue from prior year period 171,995  17,644 
      
Net revenue for current year period $661,136  $678,780 
      
 
Organic net revenue change as a percentage of net revenue for prior year period  33.3%
Organic net revenue decline as a percentage of net revenue for prior year period  (3.6)%
     The Connector segment sells primarily to the telecommunication, infotech, consumer markets, and automotive which are discussed above.markets. Organic net revenue decreased during the three months ended September 30, 2011 compared with the prior year period as customer demand decreased in the telecommunications and consumer markets. Segment net revenue increased in the three months ended September 30, 20102011 compared with the prior year periodsperiod primarily due to increased demand in all of the Connector segment’s primary markets,foreign currency translation, partially offset by price erosion, which is generally higher in the Connector segment compared with our other segment. Currency translation favorably impacted net revenue $9.3by $41.6 million for the three months ended September 30, 2010.2011.
     The following table provides information on income from operations and operating margins for the Connector segment for the periods indicated (in thousands):
         
  Three Months Ended
  September 30,
  2010 2009
Income from operations $98,647  $4,675 
Operating margin  14.9%  1.0%
     Connector segment income from operations increased compared with the prior year periods primarily due to increased revenue and the completion of our restructuring program on June 30, 2010. Restructuring charges for the three months ended September 30, 2009 were $50.6 million. Gross margins were positively affected by higher absorption from increased production and lower costs from our restructuring program, which has improved margins over time. Connector segment income from operations also improved due to lower selling, general and administrative costs in fiscal 2010 due to savings from restructuring and specific cost containment actions. Selling, general and administrative expenses as a percent of net revenue were 13.7% for the three months ended September 30, 2010, compared with 16.8% for the same prior year period, due primarily to increased revenue and cost containment actions.
         
  Three Months Ended 
  September 30, 
  2011  2010 
Income from operations $106,262  $98,647 
Operating margin  15.7%  14.9%

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     Connector segment income from operations improved over the prior year period primarily due to higher net revenue and improved gross margins, partially offset by increased selling, general and administrative costs. The increase in gross margins was primarily due to higher absorption from increased production. We also increased prices to partially offset rising input costs, which improved gross profit and gross margin. Unfavorable currency translation increased selling, general and administrative expenses primarily due to a stronger Japanese yen against other currencies and a general weakening of the U.S. dollar against other currencies, during the three months ended September 30, 2011.
Custom & Electrical
     The following table provides an analysis of the change in net revenue compared with the prior fiscal year (in thousands):
        
 Three Months  Three Months 
 Ended  Ended 
 Sept. 30, 2010  Sept. 30, 2011 
Net revenue for prior year period $184,771  $236,031 
Components of net revenue change: 
Organic net revenue change 51,567 
Components of net revenue increase: 
Organic net revenue increase 5,395 
Currency translation  (2,299) 11,335 
Acquisitions 1,992  4,033 
      
Total change in net revenue from prior year period 51,260  20,763 
      
Net revenue for current year period $236,031  $256,794 
      
 
Organic net revenue change as a percentage of net revenue for prior year period  27.9%
Organic net revenue increase as a percentage of net revenue for prior year period  2.3%
     The sale of Custom & Electrical segment’s products is concentrated insegment sells primarily to the industrial, telecommunications and infotech markets. Custom & Electrical segment net revenue increased in the three months ended September 30, 20102011 compared with the prior year period due to increased customer demand in all of the segment’s primary markets.and foreign currency translation. We also completed an asset purchaseacquisition of a company in Chinaan active optical cable business during the secondthird quarter of fiscal 2010.2011.
     The following table provides information on income from operations and operating margins for the Custom & Electrical segment for the periods indicated (in thousands):
                
 Three Months Ended Three Months Ended 
 September 30, September 30, 
 2010 2009 2011 2010 
Income from operations $42,566 $11,151  $41,908 $42,566 
Operating margin  18.0%  6.0%  16.3%  18.0%
     Custom & Electrical segment income from operations increaseddecreased slightly compared withto the prior year periodsperiod due to lower gross margin. Gross margin was lower primarily due to increased revenuechanges in customer mix and the completion of our restructuring program on June 30, 2010. Restructuring charges for the three months ended September 30, 2009 were $4.6 million. Gross margins were positively affectedforeign currency transaction. The decrease in gross margin was partially offset by higher absorption and lower costs from our restructuring program, which has improved margins over time.price changes to offset rising input costs. Selling, general and administrative expenses as a percent of net revenue were 17.4% for the three months ended September 30, 2010, compared with 22.2% for2011 improved over the same prior year period, due primarily to increased net revenue savings from restructuring and specific cost containment actions.
Non-GAAP Financial Measures
     Organic net revenue growth, which is included in the discussion above, is a non-GAAP financial measure. The tables presented in Results of Operations above provide reconciliations of U.S. GAAP reported net revenue growth (the most directly comparable GAAP financial measure) to organic net revenue growth.
     We believe organic net revenue growth provides useful information to investors because it reflects the underlying growth from the ongoing activities of our business and provides investors with a view of our operations

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from management’s perspective. We use organic net revenue growth to monitor and evaluate performance, as it is an important measure of the underlying results of our operations. It excludes items that are not completely under management’s control, such as the impact of changes in foreign currency exchange rates, and items that do not reflect the underlying growth of the company, such as acquisition activity. Management uses organic net revenue growth together with GAAP measures such as net revenue growth and operating income in its decision making processes related to the operations of our reporting segments and our overall company.

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Financial Condition and Liquidity
     We fund capital projects and working capital needs principally out of operating cash flows and cash reserves. Cash, cash equivalents and marketable securities totaled $358.9$568.5 million and $394.9$546.5 million at September 30, 20102011 and June 30, 2010,2011, respectively, of which $326.4$553.0 million was in non-U.S. accounts, including $189.0 million in China, as of September 30, 2010.2011. Transferring cash, cash equivalents, or marketable securities to U.S. accounts from non-U.S. accounts could subject us to additional U.S. repatriation income tax. The primary source of our cash flow is cash generated by operations. Principal uses of cash are capital expenditures, dividend payments and business investments.
Our long-term financing strategy is to primarily rely on internal sources of funds for investing in plant, equipment and acquisitions. Long-term
     On August 18, 2011, we issued senior notes totaling $150.0 million through a private placement of debt (the Private Placement). The Private Placement consists of three $50.0 million series notes: Series A with an interest rate of 2.91% matures on August 18, 2016; Series B with an interest rate of 3.59% matures on August 18, 2018; and Series C with an interest rate of 4.28% matures on August 18, 2021. The Note Purchase Agreement also requires us to maintain financial covenants pertaining to, among other things, our consolidated leverage and interest rate coverage. As of September 30, 2011, we were in compliance with these covenants.
     In June 2009, we entered into a $195.0 million unsecured, three-year revolving credit facility in the United States, amended in January 2010, September 2010 and March 2011, that was initially scheduled to mature in June 2012 (the U.S. Credit Facility). In connection with the September 2010 amendment, we increased the credit line on the U.S. Credit Facility to $270.0 million. In March 2011, we further amended the credit facility to increase the credit line to $350.0 million and extend the term to March 2016.
     Total debt including obligations under capital leases totaled $227.7$306.7 million and $236.3$342.6 million at September 30, 20102011 and June 30, 2010,2011, respectively. We had available lines of credit totaling $258.1$406.4 million at September 30, 2010,2011, including a $270.0$350.0 million unsecured, three-yearfive-year revolving credit facility with $160.0$330.0 million available as of September 30, 2010.2011. The credit facility also requires us to maintain financial covenants pertaining to, among other things, our consolidated leverage and fixed charge coverage and liquidity.coverage. As of September 30, 2010,2011, we were in compliance with these covenants. Additionally, we have three unsecured borrowing agreements in Japan totaling ¥18.0¥10.1 billion ($214.4131.8 million) as of September 30, 2011, with weighted average fixed interest rates of 1.5%. As of September 30, 2010, we had a remaining balance on these agreements of ¥14.3 billion ($170.6 million)1.56%. See Note 89 of the “NotesNotes to the Condensed Consolidated Financial Statements”.Statements.
Cash Flows
     Our cash balance decreased $35.7increased $24.8 million during the three months ended September 30, 2010.2011. Our primary sourcessource of cash werewas operating cash flows of $62.6$150.5 million, and $10.0 million in net borrowings against the credit facility.majority of which is generated outside the United States. We used capitalcash during the period to fund capital expenditures of $71.2$42.8 million and pay dividends of $26.6$35.1 million. The translation of our cash to U.S. dollars reduceddecreased our cash balance by $12.5$8.6 million as compared with the balance as of June 30, 2010.2011.

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     Below is a table setting forth the key lines of our Consolidated Statements of Cash Flows (in thousands):
Below is a table setting forth the key lines of our Consolidated Statements of Cash Flows (in thousands):
                
 Three Months Ended  Three Months Ended 
 September 30,  September 30, 
 2010 2009  2011 2010 
Cash provided from operating activities $62,595 $70,618  $150,549 $62,595 
Cash used for investing activities  (69,622)  (8,452)  (39,317)  (69,622)
Cash (used for) provided from financing activities  (41,217) 22,884 
Cash used for financing activities  (77,871)  (41,217)
Effect of exchange rate changes on cash 12,536 11,242   (8,584) 12,536 
          
Net (decrease) increase in cash $(35,708) $96,292 
Net increase (decrease) cash $24,777 $(35,708)
          
Operating Activities
     Cash provided from operating activities declinedincreased by $8.0$88.0 million from the prior year period due mainly to an $84.4a $107.2 million increasedecrease in working capital needs in the current year period compared with the prior year, partially offset by a net loss in the prior year period.year. Working capital increased inneeds decreased during the three months ended September 30, 20102011 compared with the prior year period as we collected outstanding receivable balances and maintained inventory production increasedlevels after increasing inventory in the prior year due to customer demand.demand and the conversion from air shipment to sea shipment. Working capital is defined as current assets minus current liabilities. Our restructuring accrual as of September 30, 2010 was $19.0 million, which we expect to reduce through cash outlays during fiscal 2011.
Investing Activities
     Cash used for investing activities increaseddecreased by $61.2$30.3 million from the prior year period due mainly to an increasea $28.4 million decrease in capital expenditures of $25.6 million.expenditures. Capital expenditures were $71.2$42.8 million for the three months ended September 30, 20102011 compared with $45.6$71.2 million in the prior year period. Additionally, in fiscal 2011, we had $2.2 million in net proceeds of marketable securities compared to $35.3 million during fiscal 2010.

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Financing Activities
     Cash used for financing activities decreased $64.1increased $36.7 million during the three months ended September 30, 2010,2011, as compared with the prior year period primarily due to a $24.6 million reduction of outstanding loans for Molex Japan.the increase in our quarterly cash dividend and net payments on debt.
     We borrowed $20.0increased our quarterly cash dividend to $0.2000 per share, an increase of 14.3% from the previous cash dividend of $0.1750 per share. The increase was effective to shareholders of record on June 30, 2011.
     We issued senior notes totaling $150.0 million against our $270.0 million unsecured, three-yearon August 18, 2011. Proceeds were used to pay down a portion of the U.S. Credit Facility. Net payments on the revolving credit facility. Total borrowings against the credit facility were $110.0$165.0 million as offor the three months ended September 30, 2010.2011 compared to net borrowings of $10.0 million in the prior year period.
     As part of our growth strategy, in the future we may acquire other companies in the same or complementary lines of business and pursue other business ventures. The timing and size of any new business ventures or acquisitions we complete may impact our cash requirements. To the extent we are required to pay all or any portion of the unauthorized loans in Molex Japan our cash requirements may also impact our cash requirements.be impacted.

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Contractual Obligations and Commercial Commitments
     We have contractual obligations and commercial commitments as described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations and Commercial Commitments” of our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the Commission) for the year ended June 30, 2010.2011. In addition, we have obligations under open purchase orders and the long-term liabilities reflected in our consolidated balance sheet, which principally consist of pension and retiree health care benefit obligations. ThereSince June 30, 2011, there have been no material changes in our contractual obligations and commercial commitments since June 30, 2010 arising outside of the ordinary course of business.business other than the Private Placement. The Private Placement consists of three $50.0 million series notes: Series A that matures on August 18, 2016; Series B that matures on August 18, 2018; and Series C that matures on August 18, 2021. See Note 9 of the Notes to the Condensed Consolidated Financial Statements.
Cautionary Statement Regarding Forward-Looking Information
     This Quarterly Report contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about our future performance, our business, our beliefs, and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, web casts, phone calls, and conference calls. Words such as “expect,” “anticipate,” “outlook,” “forecast,” “could,” “project,” “intend,” “plan,” “continue,” “believe,” “seek,” “estimate,” “should,” “may,” “assume,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. We describe our respective risks, uncertainties, and assumptions that could affect the outcome or results of operations in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended June 30, 20102011 (Form 10-K). You should carefully consider the risks described in our Form 10-K and Form 10-Q.10-K. Such risks are not the only ones facing our Company. Additionalwe are facing; additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. If any of the risks occur, our business, financial condition or operating results could be materially adversely affected.
     We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our 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, financial results, cost reduction initiatives, the ability to realize cost savings from restructuring activities, unauthorized activities in Molex Japan, acquisition synergies, manufacturing strategies, product development and sales, regulatory approvals, competitive strengths, natural disasters and investigations and 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 quarterly report, whether as a result of new information, future events, changes in assumptions, or otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
     We are subject to market risk associated with changes in foreign currency exchange rates, interest rates and certain commodity prices.

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     We mitigate our foreign currency exchange rate risk principally through the establishment of local production facilities in the markets we serve. This creates a “natural hedge” since purchases and sales within a specific country are both denominated in the same currency and therefore no exposure exists to hedge with a foreign exchange forward or option contract (collectively, “foreign exchange contracts”). Natural hedges exist in most countries in which we operate, although the percentage of natural offsets, compared with offsets that need to be hedged by foreign exchange contracts, will vary from country to country.
     We also monitor our foreign currency exposure in each country and implement 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, and the development of natural hedges and use of foreign exchange contracts to protect or

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preserve the value of cash flows. No materialSee Note 12 of the Notes to the Condensed Consolidated Financial Statements for discussion of foreign exchange contracts were in use at September 30, 2010 or2011 and June 30, 2010.2011.
     We have implemented a formalized treasury risk management policy that describes procedures and controls over derivative financial and commodity instruments. Under the policy, we do not use derivative financial or commodity instruments for speculative or trading purposes, and the use of such instruments is subject to strict approval levels by senior management. Typically, the use of derivative instruments is limited to hedging activities related to specific foreign currency cash flows, net receivable and payable balances and call options on certain commodities. No materialSee Note 12 of the Notes to the Condensed Consolidated Financial Statements for discussion of derivative instruments were in use at September 30, 2010 or2011 and June 30, 2010.2011.
     The translation of the financial statements of the non-North American operations is impacted by fluctuations in foreign currency exchange rates. Consolidated net revenue and income from operations was impacted by the translation of our international financial statements into U.S. dollars resulting in increased net revenue of $7.0$52.9 million and increased income from operations of $7.9$6.0 million for the three months ended September 30, 2010,2011, compared with the estimated results for the comparable period in the prior year.
     Our $18.3$11.2 million of marketable securities at September 30, 20102011 are principally invested in time deposits.
     Interest rate exposure is generally limited to our marketable securities, and three-yearfive-year unsecured credit facility.facility and syndicated term loan. We do not actively manage the risk of interest rate fluctuations. Our marketable securities mature in less than 12 months. We had $110.0$20.0 million outstanding on our $270.0$350.0 million credit facility with an interest rate of approximately 2.8%1.74% at September 30, 2010.2011.
     Due to the nature of our operations, we are not subject to significant concentration risks relating to customers or products.
     We monitor the environmental laws and regulations in the countries in which we operate. We have implemented an environmental program to reduce the generation of potentially hazardous materials during our manufacturing process and believe we continue to meet or exceed local government regulations.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
     Our management has evaluated, under the supervision and with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported within the time periods specified in SEC’s rules and forms, and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

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Internal Control Over Financial Reporting
     During the three months ended September 30, 2010,2011, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
     Our management, including the CEO and CFO, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will

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be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by intentionally falsified documentation, by collusion of two or more individuals within Molex or third parties, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
PART II
Item 1. Legal Proceedings
     Currently, we are involved in a number of legal proceedings. For a discussion of contingencies related to legal proceedings, see Note 1214 of the Notes to ourthe Condensed Consolidated Financial Statements, which is hereby incorporated by reference.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     Share purchases of Molex Common and/or Class A Common Stock for the quarter ended September 30, 20102011 were as follows (in thousands, except price per share data):
                        
 Total Number  Total Number 
 of Shares  of Shares 
 Total Number Purchased as  Total Number Purchased as 
 of Shares Average Price Part of Publicly  of Shares Average Price Part of Publicly 
 Purchased Paid per Share Announced Plan  Purchased Paid per Share Announced Plan 
July 1 – July 31 
July 1 — July 31 
Common Stock 21 $15.50    $  
Class A Common Stock  $   2 $21.74  
August 1 – August 31 
August 1 — August 31 
Common Stock 102 $16.51    $  
Class A Common Stock  $   92 $16.79  
September 1 – September 30 
September 1 — September 30 
Common Stock 19 $16.01    $  
Class A Common Stock  $   1 $16.98  
              
Total 142 $16.29   95 $16.92  
              
The shares purchased represent exercises of employee stock options.

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Item 6. Exhibits
   
Number Description
4.1Note Purchase Agreement dated August 18, 2011 among Molex Incorporated and the Purchasers named therein. Incorporated by reference to Exhibit 4.1 to our Form 8-K filed on August 24, 2011 (File No. 000-07491).
 
31 Rule 13a-14(a)/15d-14(a) Certifications
   
  31.1 Section 302 certification by Chief Executive Officer
  31.2 Section 302 certification by Chief Financial Officer
   
32 Section 1350 Certifications
   
  32.1 Section 906 certification by Chief Executive Officer
  
32.2 Section 906 certification by Chief Financial Officer
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document

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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 thereunto duly authorized.
     
 MOLEX INCORPORATED
 
  
(Registrant) 
     
   
Date: October 29, 2010 27, 2011 /S/ DAVID D. JOHNSON   
 David D. Johnson  
 Executive Vice President, Treasurer and
Chief Financial Officer (Principal
(Principal Financial Officer) 
 

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