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

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-7491

 

MOLEX INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of 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. Yes þ No o

     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).

Yes þ No o

     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 filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(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). Yes o No þ

     On April 20, 2011, the following numbers of shares of the Company’s common stock were outstanding:

Common Stock		96,425,328
Class A Common Stock		79,482,543
Class B Common Stock		94,255

 

 

Molex Incorporated

INDEX

		Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2011 and June 30, 2010			3
Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2011 and 2010			4
Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2011 and 2010			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
Item 3. Quantitative and Qualitative Disclosures About Market Risk			27
Item 4. Controls and Procedures			28
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			29
Item 1A. Risk Factors			29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			29
Item 6. Exhibits			30
SIGNATURES			31
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

PART I

Item 1.		Financial Statements

Condensed Consolidated Balance Sheets
(in thousands)

		Mar. 31,				June 30,
		2011				2010
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	447,796			$	376,352
Marketable securities			20,400				18,508
Accounts receivable, less allowances of $47,275 and $43,650 respectively			780,761				734,932
Inventories			546,080				469,369
Deferred income taxes			115,278				112,531
Other current assets			36,978				64,129
Total current assets			1,947,293				1,775,821
Property, plant and equipment, net			1,139,918				1,055,144
Goodwill			148,422				131,910
Non-current deferred income taxes			81,767				94,191
Other assets			189,571				179,512
Total assets		$	3,506,971			$	3,236,578
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and short-term borrowings		$	116,724			$	110,070
Accounts payable			353,188				395,474
Accrued expenses:
Accrual for unauthorized activities in Japan			178,339				165,815
Income taxes payable			20,906				21,505
Other			214,809				219,832
Total current liabilities			883,966				912,696
Other non-current liabilities			22,244				19,869
Accrued pension and postretirement benefits			130,033				135,448
Long-term debt			202,549				183,434
Total liabilities			1,238,792				1,251,447
Commitments and contingencies
Stockholders’ equity:
Common stock			11,268				11,207
Paid-in capital			665,941				638,796
Retained earnings			2,365,875				2,232,445
Treasury stock			(1,103,952	)			(1,098,087	)
Accumulated other comprehensive income			329,047				200,770
Total stockholders’ equity			2,268,179				1,985,131
Total liabilities and stockholders’ equity		$	3,506,971			$	3,236,578

See accompanying notes to condensed consolidated financial statements.

Condensed Consolidated Statements of Income
(Unaudited)
(in thousands, except per share data)

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Net revenue		$	874,531			$	756,294			$	2,673,668			$	2,159,903
Cost of sales			613,917				520,564				1,866,933				1,520,218
Gross profit			260,614				235,730				806,735				639,685
Selling, general and administrative			159,448				156,374				475,548				452,108
Restructuring costs and asset impairments			—				9,068				—				90,596
Unauthorized activities in Japan			2,855				8,032				11,110				22,129
Total operating expenses			162,303				173,474				486,658				564,833
Income from operations			98,311				62,256				320,077				74,852
Interest (expense) income, net			(1,726	)			(2,298	)			(4,849	)			(4,584	)
Other income (expense)			1,325				(2,721	)			5,766				62
Total other (expense) income			(401	)			(5,019	)			917				(4,522	)
Income before income taxes			97,910				57,237				320,994				70,330
Income taxes			29,765				18,790				99,462				33,179
Net income		$	68,145			$	38,447			$	221,532			$	37,151
Earnings per share:
Basic		$	0.39			$	0.22			$	1.27			$	0.21
Diluted		$	0.39			$	0.22			$	1.26			$	0.21
Dividends declared per share		$	0.1750			$	0.1525			$	0.5025			$	0.4575
Average common shares outstanding:
Basic			174,957				173,858				174,666				173,689
Diluted			176,449				174,838				175,678				174,523

See accompanying notes to condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)

		Nine Months Ended
		March 31,
		2011				2010
Operating activities:
Net income		$	221,532			$	37,151
Add non-cash items included in net income:
Depreciation and amortization			181,716				180,699
Share-based compensation			17,009				21,024
Non-cash restructuring and other costs, net			—				20,041
Other non-cash items			17,719				21,817
Changes in assets and liabilities:
Accounts receivable			(2,143	)			(122,127	)
Inventories			(43,112	)			(62,059	)
Accounts payable			(63,725	)			48,809
Other current assets and liabilities			3,903				21,701
Other assets and liabilities			(5,968	)			14,870
Cash provided from operating activities			326,931				181,926
Investing activities:
Capital expenditures			(196,915	)			(150,001	)
Proceeds from sales of property, plant and equipment			1,460				8,082
Proceeds from sales or maturities of marketable securities			5,568				47,339
Purchases of marketable securities			(6,062	)			(15,259	)
Acquisitions			(18,847	)			(10,097	)
Other investing activities			(196	)			(5,308	)
Cash used for investing activities			(214,992	)			(125,244	)
Financing activities:
Proceeds from revolving credit facility			85,000				154,000
Payments on revolving credit facility			(20,000	)			(79,000	)
Proceeds from short-term loans			28,856				—
Payments on short-term loans			(31,843	)			—
Net change in long-term debt			(47,908	)			(53,194	)
Cash dividends paid			(83,766	)			(79,420	)
Exercise of stock options			5,935				2,257
Other financing activities			(2,990	)			(2,056	)
Cash used for financing activities			(66,716	)			(57,413	)
Effect of exchange rate changes on cash			26,221				7,778
Net increase in cash and cash equivalents			71,444				7,047
Cash and cash equivalents, beginning of period			376,352				424,707
Cash and cash equivalents, end of period		$	447,796			$	431,754

See accompanying notes to condensed consolidated financial statements.

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 and nine months ended March 31, 2011 are not necessarily an indication of the results that may be expected for the year ending June 30, 2011. The Condensed Consolidated Balance Sheet as of June 30, 2010 was derived from our audited consolidated financial statements for the year ended June 30, 2010. 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.

     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, we launched an investigation into 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.

     As previously reported in our Annual Report on Form 10-K for the year ended June 30, 2010, 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 14.

     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 $178.3 million as of March 31, 2011, including $12.5 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 $24.2 million for other loan-related expenses, interest expense and delay damages on the outstanding unauthorized loans.

     Cumulative investigative and legal costs through March 31, 2011 were $15.8 million, including $11.1 million in the first nine months of fiscal 2011.

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.

     Changes in the accrued severance balance are summarized as follows (in thousands):

Balance at June 30, 2010		$	26,898
Cash payments			(9,390	)
Non-cash related costs			1,519
Balance at September 30, 2010		$	19,027
Cash payments			(2,585	)
Non-cash related costs			105
Balance at December 31, 2010		$	16,547
Cash payments			(2,127	)
Non-cash related costs			472
Balance at March 31, 2011		$	14,892

4. Acquisitions

     On January 10, 2011, we completed an asset acquisition of an active optical cable business for $24.6 million and recorded goodwill of $14.3 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 is preliminary and subject to revision as more detailed analysis is completed and additional information about the fair value of assets and liabilities becomes available.

5. Earnings 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								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Net income		$	68,145			$	38,447			$	221,532			$	37,151
Basic average common shares outstanding			174,957				173,858				174,666				173,689
Effect of dilutive stock options			1,492				980				1,012				834
Diluted weighted average common shares outstanding			176,449				174,838				175,678				174,523
Earnings per share:
Basic		$	0.39			$	0.22			$	1.27			$	0.21
Diluted		$	0.39			$	0.22			$	1.26			$	0.21

     Excluded from the computations above were anti-dilutive shares of 3.3 million and 6.6 million for the three months and nine months ended March 31, 2011, respectively, compared with 6.0 million and 7.3 million for the same prior year periods.

6. Comprehensive Income

     Total comprehensive income is summarized as follows (in thousands):

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Net income		$	68,145			$	38,447			$	221,532			$	37,151
Translation adjustments			32,710				4,849				118,721				45,379
Pension liability remeasurement			—				—				11,824				(5,831	)
Unrealized investment (loss) gain			(3,058	)			708				(2,268	)			(2,185	)
Total comprehensive income		$	97,797			$	44,004			$	349,809			$	74,514

     During the nine months ended March 31, 2011, we amended a defined benefit pension plan in the United States to close participation and freeze benefit accruals under the plan. We remeasured the pension liability, resulting in an $11.8 million reduction in the liability. During the nine months ended March 31, 2010, we recognized a pension liability remeasurement of $5.2 million related to the merger of two pension plans and $0.6 million related to a pension curtailment.

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):

		Mar. 31,				June 30,
		2011				2010
Raw materials		$	92,146			$	86,338
Work in process			147,777				139,922
Finished goods			306,157				243,109
Total inventories		$	546,080			$	469,369

8. Pensions and Other Postretirement Benefits

     The components of pension benefit cost are as follows (in thousands):

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Service cost		$	451			$	1,990			$	3,099			$	5,970
Interest cost			487				2,041				2,941				6,123
Expected return on plan assets			(472	)			(1,696	)			(2,756	)			(5,089	)
Amortization of prior service cost			13				10				79				30
Recognized actuarial losses			893				57				2,679				173
Amortization of transition obligation			9				624				27				1,871
Curtailment adjustment			—				—				—				(3,849	)
Benefit cost		$	1,381			$	3,026			$	6,069			$	5,229

     As discussed in Note 6, we recorded a pension remeasurement during the nine months ended March 31, 2011 resulting in an $11.8 million reduction in the liability. During the nine months ended March 31, 2010, we recorded a pension remeasurement of $5.2 million related to the merger of two pension plans and $0.6 million related to a pension curtailment. During the nine months ended March 31, 2010, we recognized a $3.8 million pension curtailment gain from the merger of two pension plans.

     The components of retiree health care benefit cost are as follows (in thousands):

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Service cost		$	342			$	271			$	1,026			$	813
Interest cost			617				621				1,851				1,863
Amortization of prior service cost			(516	)			(516	)			(1,548	)			(1,548	)
Recognized actuarial losses			333				175				999				525
Benefit cost		$	776			$	551			$	2,328			$	1,653

9. Debt

     Total debt consisted of the following (in thousands):

		Average
		Interest								March 31,				June 30,
		Rate				Maturity				2011				2010
Long-term debt:
U.S. Credit Facility			2.76	%			2016			$	165,000			$	100,000
Unsecured bonds and term loans			0.77 - 1.31	%			2012 - 2013				36,347				81,431
Other debt			5.92	%			2013				1,202				2,003
Total long-term debt											202,549				183,434
Current portion of long-term debt and short-term borrowings:
Unsecured bonds, term loans and short-term credit lines			0.77 - 2.48	%							111,870				104,359
Other short-term borrowings, including capital leases			5.92	%							4,854				5,711
Total current portion of long-term debt and short-term borrowings											116,724				110,070
Total debt										$	319,273			$	293,504

     In June 2009, we entered into a $195.0 million unsecured, three-year revolving credit facility in the United States, amended in January 2010 and September 2010, 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. 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 150 basis points as of March 31, 2011. The instrument governing the U.S. Credit Facility contains customary covenants regarding liens, debt, substantial asset sales and mergers, dividends and investments. The U.S. Credit Facility also requires us to maintain financial covenants pertaining to, among other things, our consolidated leverage and fixed charge coverage. As of March 31, 2011, we were in compliance with these covenants and had outstanding borrowings of $165.0 million. We obtained waiver letters from the participating banks for any default of the U.S. Credit Facility arising from the unauthorized activities in Japan.

     In March 2011, Molex Japan renewed a ¥5.0 billion overdraft loan, with a six month term and an interest rate of approximately 2.48%. At March 31, 2011, the balance of the overdraft loan, which requires full repayment by the end of the term if not renewed, approximated $60.7 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 March 31, 2011, the balance of the syndicated term loan approximated $24.5 million, of which $12.3 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 March 31, 2011, the outstanding balance of the unsecured bonds approximated $63.0 million, of which $38.9 million was current.

     Certain assets, including equipment, secure a portion of our long-term debt. Principal payments on long-term debt obligations are due as follows (in thousands):

2012		$	594
2013			36,923
2014			32
2015			—
2016			165,000
Total long-term debt obligations		$	202,549

     We had available lines of credit totaling $282.3 million at March 31, 2011 expiring between 2011 and 2016.

10. Income Taxes

     The effective tax rate was 30.4% for the three months ended March 31, 2011 and 32.8% for the three months ended March 31, 2010. The effective tax rate for the nine months ended March 31, 2011 was 31.0%.

     We are subject to tax in U.S. Federal, State and foreign tax jurisdictions. We have substantially completed all U.S. federal income tax matters for tax years through 2007. The tax years 2008 through 2009 remain open to examination by all major taxing jurisdictions to which we are subject.

     It is our practice to recognize interest and penalties related to income tax matters in tax expense. As of March 31, 2011, there were no material interest or penalty amounts to accrue.

11. Fair Value Measurements

     The following table summarizes our financial assets and liabilities as of March 31, 2011, which are measured at fair value on a recurring basis (in thousands):

Quoted Prices

in Active

Significant

Total

Markets for

Other

Significant

Measured

Identical

Observable

Unobservable

at Fair

Assets

Inputs

Inputs

Value

(Level 1)

(Level 2)

(Level 3)

Available for sale and trading securities

$

32,510

$

32,510

$

—

$

—

Derivative financial instruments, net

9,851

—

9,851

—

     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.

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-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 $202.2 million and $146.7 million at March 31, 2011 and June 30, 2010, respectively, with corresponding fair values of a $0.5 million asset at March 31, 2011 and a $1.7 million liability at June 30, 2010.

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 commodity is sold. The fair values of the call options were $9.4 million and $5.4 million at March 31, 2011 and June 30, 2010, respectively.

     For the three and nine months ended March 31, 2011 and 2010, the impact to accumulated other comprehensive income and earnings from cash flow hedges follows (in thousands):

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Unrealized (loss) gain recognized in accumulated other comprehensive income		$	(1,871	)		$	(2,110	)		$	1,647			$	4,275
Gain reclassified into earnings			1,334				2,486				4,237				3,045

13. New Accounting Pronouncements

     In January 2010, the Financial Accounting Standards Board (the FASB) issued 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 became effective for us on January 1, 2011, but did not have a material impact on our financial statements.

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 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.

Employment and Benefits Litigation

     In 2009, a French subsidiary of Molex, Molex Automotive SARL, decided to close a facility it operated in Villemur-sur-Tarn, France. Molex Automotive SARL submitted a social plan to Molex Automotive SARL’s labor representatives providing for payments to approximately 280 terminated employees. This social plan was adopted by Molex Automotive SARL in 2009, which made payments to those employees until September 2010. In September 2010, 188 former employees of Molex Automotive SARL who were covered under the social plan filed suit against Molex Automotive SARL in the Toulouse Labor Court, requesting additional compensation on the basis that their dismissal was not economically justified. The total amount sought by the 188 employees from Molex Automotive SARL is approximately €25 million ($35.3 million). Molex initiated liquidation of Molex Automotive SARL, 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 Molex Automotive SARL.

Molex Japan Co., Ltd

     As we previously reported in our 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, 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 ($36.4 million), ¥5 billion ($60.7 million), ¥5 billion ($60.7 million) and ¥2 billion ($24.3 million), other loan-related expenses of approximately ¥106 million ($1.3 million) and interest and delay damages of approximately ¥1.9 billion ($22.8 million) as of March 31, 2011. On October 13, 2010, Molex Japan filed a written answer requesting the court to dismiss the complaint, Mizuho filed plaintiff’s brief no.1 on December 15, 2010, Molex Japan filed defendant’s brief no.1 on February 16, 2011 and Mizuho filed plaintiff’s brief no.2 on April 20, 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 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 unauthorized activities in Molex Japan Co., Ltd. We are fully cooperating with the SEC’s investigation.

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.

     Information by segment is summarized as follows (in thousands):

						Custom &				Corporate
		Connector				Electrical				& Other				Total
For the three months ended:
March 31, 2011:
Net revenues from external customers		$	628,367			$	245,434			$	730			$	874,531
Income (loss) from operations			86,989				36,399				(25,077	)			98,311
Depreciation & amortization			49,967				6,927				4,017				60,911
Capital expenditures			56,208				4,613				3,367				64,188
March 31, 2010:
Net revenues from external customers		$	540,822			$	215,103			$	369			$	756,294
Income (loss) from operations			57,901				34,668				(30,313	)			62,256
Depreciation & amortization			47,304				8,309				3,823				59,436
Capital expenditures			52,866				2,235				1,580				56,681
For the nine months ended:
March 31, 2011:
Net revenues from external customers		$	1,954,733			$	717,511			$	1,424			$	2,673,668
Income (loss) from operations			291,551				110,969				(82,444	)			320,077
Depreciation & amortization			148,172				21,337				12,207				181,716
Capital expenditures			173,193				13,393				10,329				196,915
March 31, 2010:
Net revenues from external customers		$	1,564,960			$	594,011			$	932			$	2,159,903
Income (loss) from operations			107,963				65,548				(98,659	)			74,852
Depreciation & amortization			144,526				25,007				11,166				180,699
Capital expenditures			131,944				9,744				8,313				150,001

     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 plants 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
March 31, 2011		$	1,887,112			$	484,782			$	94,865			$	2,466,759
June 30, 2010			1,720,866				437,614				100,965				2,259,445

     The reconciliation of segment assets to consolidated total assets is as follows (in thousands):

		Mar. 31,				June 30,
		2011				2010
Segment net assets		$	2,466,759			$	2,259,445
Other current assets			620,452				571,520
Other non-current assets			419,760				405,613
Consolidated total assets		$	3,506,971			$	3,236,578

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. 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 and revenue has improved significantly in fiscal 2010 and 2011 from the instability in the global economy in fiscal 2009. The stronger end market demand and release of new products increased our net revenue during the three and nine months ended March 31, 2011 compared with the prior year periods. Gross margins have improved over time due to lower costs resulting from our restructuring program. Gross margins decreased for the three month period ended March 31, 2011 compared with the prior year period primarily due to higher material costs and lower absorption from our operations in Japan. Selling, general and administrative expenses as a percent of revenue decreased during the three and nine months ended March 31, 2011 compared with the prior year periods due to higher net revenue and our lower cost structure resulting from our restructuring program and specific cost containment activities.

     On March 11, 2011, an earthquake occurred near the northeastern coast of Japan creating a tsunami that caused extensive damage. Although our operations were not materially affected, we are incurring expenses to build new equipment and address disruptions to our supply chain caused by property damage to our customers and suppliers. Business interruption, including cancelled or delayed orders and operational or logistics inefficiencies caused by disruption to our direct procurement supply chain, is still being assessed, but we do not anticipate a material adverse impact on our revenues and profits for the remainder of fiscal 2011.

     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.

     The markets in which we compete are highly competitive. Our financial results may be influenced by the following factors: our ability to successfully execute our business strategy; competition for customers; raw material prices; product and price competition; economic conditions in various geographic regions; foreign currency exchange rates; interest rates; changes in technology; fluctuations in customer demand; patent and intellectual property issues; availability of credit and general market liquidity; natural disasters; litigation results; and legal and regulatory developments. Our ability to execute 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 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, we launched an investigation into 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.

     As previously reported in our Annual Report on Form 10-K for the year ended June 30, 2010, 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 14. 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 $178.3 million as of March 31, 2011, including $12.5 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 $24.2 million for other loan-related expenses, interest expense and delay damages on the outstanding unauthorized loans.

     Cumulative investigative and legal costs through March 31, 2011 were $15.8 million, including $11.1 million in the first nine months of fiscal 2011.

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, 2010 filed with the Securities and Exchange Commission, which is incorporated by reference in this Form 10-Q. An update to one of those policies follows:

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.

     We use derivative instruments to offset the impact of exchange rate volatility on certain assets and liabilities, including intercompany receivables and payables denominated in non-functional currencies. These instruments have not been designated as hedges, and the gains or losses on these derivatives, 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).

     We also use derivative instruments to hedge the variability of gold and copper costs. These instruments are designated as cash flow hedges. 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 commodity is sold.

     Derivative instruments may give rise to counterparty credit risk. To mitigate this risk, our counterparties are required to have investment grade credit ratings.

Results of Operations

     The following table sets forth consolidated statements of operations data as a percentage of net revenue for the three months ended March 31 (in thousands):

						Percentage								Percentage
		2011				of Revenue				2010				of Revenue
Net revenue		$	874,531				100.0	%		$	756,294				100.0	%
Cost of sales			613,917				70.2	%			520,564				68.8	%
Gross profit			260,614				29.8	%			235,730				31.2	%
Selling, general & administrative			159,448				18.2	%			156,374				20.7	%
Restructuring costs and asset impairments			—				—	%			9,068				1.2	%
Unauthorized activities in Japan			2,855				0.4	%			8,032				1.1	%
Income from operations			98,311				11.2	%			62,256				8.2	%
Other (expense) income, net			(401	)			—	%			(5,019	)			(0.6	)%
Income before income taxes			97,910				11.2	%			57,237				7.6	%
Income taxes			29,765				3.4	%			18,790				2.5	%
Net income		$	68,145				7.8	%		$	38,447				5.1	%

     The following table sets forth consolidated statements of operations data as a percentage of net revenue for the nine months ended March 31 (in thousands):

						Percentage								Percentage
		2011				of Revenue				2010				of Revenue
Net revenue		$	2,673,668				100.0	%		$	2,159,903				100.0	%
Cost of sales			1,866,933				69.8	%			1,520,218				70.4	%
Gross profit			806,735				30.2	%			639,685				29.6	%
Selling, general & administrative			475,548				17.8	%			452,108				20.9	%
Restructuring costs and asset impairments			—				—	%			90,596				4.2	%
Unauthorized activities in Japan			11,110				0.4	%			22,129				1.0	%
Income from operations			320,077				12.0	%			74,852				3.5	%
Other income (expense), net			917				—	%			(4,522	)			(0.2	)%
Income before income taxes			320,994				12.0	%			70,330				3.3	%
Income taxes			99,462				3.7	%			33,179				1.6	%
Net income		$	221,532				8.3	%		$	37,151				1.7	%

Net Revenue

     We sell our products in five primary markets. Our connectors, interconnecting devices and assemblies are used principally in the telecommunications, infotech, 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.

     Net revenue increased significantly across all markets during the third quarter of fiscal 2011 compared with the third quarter of fiscal 2010 (comparable quarter) as customer demand improved over the prior year. Net revenue increased in the infotech and automotive markets during the third quarter of fiscal 2011 compared with the second quarter of fiscal 2011 (sequential quarter), but declined in the telecommunications, consumer and industrial markets. The increase (decrease) in net revenue from each market during the third quarter of fiscal 2011 compared with the comparable quarter and the sequential quarter follows:

		Comparable				Sequential
		Quarter				Quarter
Telecommunications			14.8	%			(10.1	)%
Infotech			24.3				1.4
Consumer			10.1				(8.3	)
Industrial			11.9				(2.6	)
Automotive			16.8				7.7

     Telecommunications market net revenue increased against the comparable quarter due to increased demand for mobile products, including higher demand for smartphones and our customers’ introduction of smartphone models. Revenue declined against the sequential quarter due to seasonal decline in mobile phone business, partially offset by increased activity in networking infrastructure.

     Infotech market net revenue increased against the comparable quarter primarily due to increased content and demand for notebook computers and tablets. Infotech market net revenue increased modestly against the sequential quarter as lower demand for server products partially offset higher demand for notebook computers.

     Consumer market net revenue increased against the comparable quarter due to increased demand for our components in flat panel display televisions and gaming equipment. Revenue declined against the sequential quarter as the second quarter benefitted from consumer incentives and pre-holiday production volumes in home entertainment and gaming equipment based on our customers’ anticipation of increased consumer spending during the holiday season.

     Industrial market net revenue increased against the comparable quarter due to higher demand for semiconductor and other production equipment as our customers’ increased production to meet demand. Sequentially, industrial market net revenue decreased on lower demand for industrial instruments.

     Automotive market net revenue increased against the comparable and sequential quarters as global car sales and production have increased, as our customers increased vehicle builds to meet seasonal demand. The automotive market also benefitted from our customers increasing electronic content in automobiles, such as rear view cameras, navigational systems, mobile communication and entertainment systems and products to promote fuel efficiency.

The following table shows the percentage of our net revenue by geographic region:

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Americas			25	%			26	%			24	%			24	%
Asia Pacific			60				58				62				60
Europe			15				16				14				16
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				Nine Months
		Ended				Ended
		Mar. 31, 2011				Mar. 31, 2011
Net revenue for prior year period		$	756,294			$	2,159,903
Components of net revenue change:
Organic net revenue increase			93,951				467,649
Currency translation			21,850				37,868
Acquisitions			2,436				8,248
Total change in net revenue from prior year period			118,237				513,765
Net revenue for current year period		$	874,531			$	2,673,668
Organic net revenue increase as a percentage of net revenue from prior year period			12.4	%			21.7	%

     Organic net revenue increased during the three and nine months ended March 31, 2011 compared with the prior year periods as customer demand improved in all of our primary markets. We also completed an asset acquisition of an active optical cable business during the third quarter of fiscal 2011 and completed an asset purchase of a company in China during the second quarter of fiscal 2010.

     Foreign currency translation increased net revenue approximately $21.9 million and $37.9 million for the three and nine months ended March 31, 2011, respectively, principally due to a stronger Japanese yen, 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 March 31, 2011												Nine Months Ended March 31, 2011
		Local				Currency				Net				Local				Currency				Net
		Currency				Translation				Change				Currency				Translation				Change
Americas		$	24,411			$	308			$	24,719			$	121,551			$	782			$	122,333
Asia Pacific			59,895				25,062				84,957				293,299				65,863				359,162
Europe			18,029				(3,520	)			14,509				62,863				(28,777	)			34,086
Corporate & other			(5,948	)			—				(5,948	)			(1,816	)			—				(1,816	)
Net change		$	96,387			$	21,850			$	118,237			$	475,897			$	37,868			$	513,765

     The change in revenue on a local currency basis was as follows:

		Three Months				Nine Months
		Ended				Ended
		Mar. 31, 2011				Mar. 31, 2011
Americas			12.5	%			23.2	%
Asia Pacific			13.6				22.7
Europe			15.1				18.3
Total			12.7	%			22.0	%

Gross Profit

     The following table provides a summary of gross profit and gross margin for the three and nine months ended March 31 (in thousands):

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Gross profit		$	260,614			$	235,730			$	806,735			$	639,685
Gross margin			29.8	%			31.2	%			30.2	%			29.6	%

     The increase in gross profit for the three and nine months ended March 31, 2011 was primarily due to higher revenue. Gross margins have improved over time due to lower costs resulting from our restructuring program. The improvements in gross profit and gross margin were partially offset by the impact of price erosion and material price increases. The decrease in gross margin for the three months ended March 31, 2011 compared with the prior year period was primarily due to higher material costs and lower absorption from our operations in Japan.

     A significant portion of our material cost is comprised of copper and gold. We purchased approximately 15.6 million pounds of copper and approximately 97,000 troy ounces of gold during the first three quarters of fiscal 2011. The following table shows the change in average prices related to our purchases of copper and gold for the three and nine months ended March 31 (in thousands):

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Copper (price per pound)		$	4.38			$	3.28			$	3.77			$	3.00
Gold (price per troy ounce)			1,388.00				1,110.10				1,321.00				1,057.30

     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 $2.2 million and $4.2 million for the three and nine months ended March 31, 2011, respectively, and reduced cost of sales by $2.5 million and $3.0 million for the three and nine months ended March 31, 2010, respectively.

     The effect of certain significant impacts on gross profit compared with the prior year periods was as follows for the three and nine months ended March 31 (in thousands):

		Three Months				Nine Months
		Ended				Ended
		Mar. 31, 2011				Mar. 31, 2011
Price erosion		$	(26,612	)		$	(86,252	)
Currency translation			8,260				23,744
Currency transaction			(15,163	)			(40,702	)

     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, which are part of our telecommunications and consumer markets.

     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, during the three and nine months ended March 31, 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 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 and nine months ended March 31, 2011.

Operating Expenses

     Operating expenses were as follows as of March 31 (in thousands):

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Selling, general and administrative		$	159,448			$	156,374			$	475,548			$	452,108
Restructuring costs and asset impairments			—				9,068				—				90,596
Unauthorized activities in Japan			2,855				8,032				11,110				22,129
Selling, general and administrative as a percentage of revenue			18.2	%			20.7	%			17.8	%			20.9	%

     Selling, general and administrative expenses decreased as a percent of net revenue for the three and nine months ended March 31, 2011 from the comparable prior year periods due to the increased revenue and our lower cost structure resulting from our restructuring efforts and specific cost containment activities. The impact of currency translation increased selling, general, and administrative expenses approximately $5.9 million and $11.3 million for the three and nine months ended March 31, 2011, respectively, and increased selling, general, and administrative expenses approximately $4.6 million and $11.1 million for the comparable year periods.

     Research and development expenditures, which are classified as selling, general and administrative expense, were approximately $43.6 million, or 5.0% of net revenue and $126.3 million, or 4.7% of net revenue, for the three and nine months ended March 31, 2011, respectively, compared with $39.9 million, or 5.3% of net revenue and $113.1 million, or 5.2% of net revenue, for the comparable prior year periods.

     Net restructuring costs decreased $9.1 million and $90.6 million during the three and nine months ended March 31, 2011, compared with the comparable prior year periods, as we concluded our restructuring program. Net restructuring costs during the three months ended March 31, 2010 were $9.1 million, consisting of $0.1 million in asset impairments and $9.0 million for employee termination benefits. Net restructuring costs during the nine months ended March 31, 2010 were $90.6 million, consisting of $20.1 million in asset impairments and $70.5 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.

     Unauthorized activities in Japan for the three and nine months ended March 31, 2011 represent investigative and legal fees. See Note 2 of the “Notes to Condensed Consolidated Financial Statements.”

Other (Expense) Income

     Other (expense) income consists primarily of net interest income, investment income and currency exchange gains or losses. Interest expense and foreign currency losses principally offset investment income for the three and nine months ended March 31, 2011, respectively, compared with net expenses of $5.0 million and $4.5 million for the three and nine months ended March 31, 2010, respectively. The net expenses during the three and nine months ended March 31, 2010 was primarily related to foreign currency exchange losses resulting from weakening of the U.S. dollar against most currencies, partially offset by investment income and a stronger Japanese yen against other currencies.

Effective Tax Rate

     The effective tax rate was 30.4% for the three months ended March 31, 2011. During the three months ended March 31, 2011, we recorded income tax expense of $29.8 million.

     The effective tax rate was 32.8% for the three months ended March 31, 2010, reflecting the impact of income tax expense recognized due to the passage of the Federal health care legislation which includes a provision that reduces the deductibility, for Federal income tax purposes, of retiree prescription drug benefits to the extent they are reimbursed under Medicare Part D.

Backlog

     Our order backlog on March 31, 2011 was approximately $425.4 million compared with order backlog of $422.2 million at March 31, 2010. Orders for the three months ended March 31, 2011 were $880.3 million compared with $838.0 million for the prior year period, representing the increase in customer demand during fiscal 2011. Orders during the three months ended March 31, 2011 were consistent with the first and second quarters of fiscal 2011 and improved in all of our primary markets compared with the prior year period, except for the consumer market which decreased 4.0% over the prior year period.

Segments

     The following table sets forth information on net revenue by segment as of the three months ended March 31 (in thousands):

						Percentage								Percentage
		2011				of Revenue				2010				of Revenue
Connector		$	628,367				71.9	%		$	540,822				71.5	%
Custom & Electrical			245,434				28.0				215,103				28.4
Corporate & Other			730				0.1				369				0.1
Total		$	874,531				100.0	%		$	756,294				100.0	%

     The following table sets forth information on net revenue by segment as of the nine months ended March 31 (in thousands):

						Percentage								Percentage
		2011				of Revenue				2010				of Revenue
Connector		$	1,954,733				73.1	%		$	1,564,960				72.5	%
Custom & Electrical			717,511				26.8				594,011				27.5
Corporate & Other			1,424				0.1				932				—
Total		$	2,673,668				100.0	%		$	2,159,903				100.0	%

Connector

     The following table provides an analysis of the change in net revenue compared with the prior fiscal year (in thousands):

		Three Months				Nine Months
		Ended				Ended
		Mar. 31, 2011				Mar. 31, 2011
Net revenue for prior year period		$	540,822			$	1,564,960
Components of net revenue change:
Organic net revenue increase			68,876				352,162
Currency translation			18,669				37,611
Total change in net revenue from prior year period			87,545				389,773
Net revenue for current year period		$	628,367			$	1,954,733
Organic net revenue increase as a percentage of net revenue for prior year period			12.7	%			22.5	%

     The Connector segment sells primarily to the telecommunication, infotech, consumer and automotive markets. Segment net revenue increased in the three and nine months ended March 31, 2011 compared with the prior year periods as net revenue increased in all of the Connector segment’s primary markets, partially offset by price erosion, which is generally higher in the Connector segment compared with our other segment. Currency translation favorably impacted net revenue by $18.7 million and $37.6 million for the three and nine months ended March 31, 2011, respectively.

     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								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Income from operations		$	86,989			$	57,901			$	291,551			$	107,963
Operating margin			13.8	%			10.7	%			14.9	%			6.9	%

     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 and nine months ended March 31, 2010 were $6.6 million and $75.6 million, respectively. 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 2011 due to savings from restructuring and specific cost containment actions. Selling, general and administrative expenses as a percent of net revenue were 14.7% and 14.1% for the three and nine months ended March 31, 2011, compared with 16.7% and 16.6% for the same prior year periods, due primarily to increased revenue, savings from restructuring and specific cost containment actions.

Custom & Electrical

     The following table provides an analysis of the change in net revenue compared with the prior fiscal year (in thousands):

		Three Months				Nine Months
		Ended				Ended
		Mar. 31, 2011				Mar. 31, 2011
Net revenue for prior year period		$	215,103			$	594,011
Components of net revenue change:
Organic net revenue increase			24,708				114,992
Currency translation			3,187				260
Acquisitions			2,436				8,248
Total change in net revenue from prior year period			30,331				123,500
Net revenue for current year period		$	245,434			$	717,511
Organic net revenue increase as a percentage of net revenue for prior year period			11.5	%			19.4	%

     The Custom & Electrical segment sells primarily to the industrial, telecommunications and infotech markets. Custom & Electrical segment net revenue increased in the three and nine months ended March 31, 2011 compared with the prior year periods due to increased demand in all of the segment’s primary markets. We also completed an asset acquisition of an active optical cable business during the third quarter of fiscal 2011 and completed an asset purchase of a company in China during the second quarter of fiscal 2010.

     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								Nine Months Ended
		March 31,								March 31,
		2011				2010				2011				2010
Income from operations		$	36,191			$	34,668			$	110,762			$	65,548
Operating margin			14.7	%			16.1	%			15.4	%			11.0	%

     Custom & Electrical 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 and nine months ended March 31, 2010 were $2.5 million and $10.7 million, respectively. Gross margins were positively affected by higher absorption and lower costs from our restructuring program, which has improved margins over time. Selling, general and administrative expenses as a percent of net revenue were 17.6% and 17.8% for the three and nine months ended March 31, 2011, respectively, compared with 19.7% and 20.9% for the same prior year periods, due primarily to increased 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 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.

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 $468.2 million and $394.9 million at March 31, 2011 and June 30, 2010, respectively, of which $446.5 million was in non-U.S. accounts as of March 31, 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.

     In June 2009, we entered into a $195.0 million unsecured, three-year revolving credit facility in the United States, amended in January 2010 and September 2010, 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 $319.3 million and $293.5 million at March 31, 2011 and June 30, 2010, respectively. We had available lines of credit totaling $282.3 million at March 31, 2011, including a $350.0 million unsecured, five-year revolving credit facility with $185.0 million available as of March 31, 2011. The credit facility also requires us to maintain financial covenants pertaining to, among other things, our consolidated leverage and fixed charge coverage. As of March 31, 2011, we were in compliance with these covenants. Additionally, we have three unsecured borrowing agreements in Japan totaling ¥12.2 billion ($148.2 million) as of March 31, 2011, with weighted average fixed interest rates of 1.5%. See Note 9 of the “Notes to the Condensed Consolidated Financial Statements.”

Cash Flows

     Our cash balance increased $71.4 million during the nine months ended March 31, 2011. Our primary sources of cash were operating cash flows of $326.9 million and $65.0 million in net borrowings against the credit facility. We used capital during the period to fund capital expenditures of $196.9 million and pay dividends of $83.8 million. The translation of our cash to U.S. dollars increased our cash balance by $26.2 million as compared with the balance as of June 30, 2010.

Below is a table setting forth the key lines of our Consolidated Statements of Cash Flows (in thousands):

		Nine Months Ended
		March 31,
		2011				2010
Cash provided from operating activities		$	326,931			$	181,926
Cash used for investing activities			(214,992	)			(125,244	)
Cash used for financing activities			(66,716	)			(57,413	)
Effect of exchange rate changes on cash			26,221				7,778
Net increase in cash		$	71,444			$	7,047

Operating Activities

     Cash provided from operating activities increased by $145.0 million from the prior year period due mainly to an increase in net income in the current period. Working capital needs increased $105.1 million and $113.7 million for the nine months ended March 31, 2011 and 2010, respectively, as inventory production increased due to customer demand and the conversion from air shipment to sea shipment resulting in increased inventory in our supply chain. Working capital is defined as current assets minus current liabilities. Our restructuring accrual as of March 31, 2011 was $14.9 million, which we expect to reduce through cash outlays during fiscal 2011 and fiscal 2012.

Investing Activities

     Cash used for investing activities increased by $89.7 million from the prior year period due mainly to a $46.9 million increase in capital expenditures and a $41.7 million decrease in net proceeds from the sale of marketable securities. Capital expenditures were $196.9 million for the nine months ended March 31, 2011 compared with $150.0 million in the prior year period. Proceeds from the sales of marketable securities were $5.6 million for the nine months ended March 31, 2011 compared with $47.3 million in the prior year period. Cash used for acquisitions was $18.8 million for the nine months ended March 31, 2011 compared with $10.1 million in the prior year period.

Financing Activities

     Cash used for financing activities increased $9.3 million during the nine months ended March 31, 2011, as compared with the prior year period primarily due to the increase in our quarterly cash dividend and lower net borrowings.

     We increased our quarterly cash dividend to $0.1750 per share, an increase of 14.8% from the previous cash dividend of $0.1525 per share during the nine months ended March 31, 2011. The increase was effective to shareholders of record on December 31, 2010.

     Net borrowings against our $350.0 million unsecured, five-year revolving credit facility during the nine months ended March 31, 2011 were $65.0 million compared to $75.0 million in the prior year period. Total borrowings against the credit facility were $165.0 million as of March 31, 2011.

     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 be impacted.

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. 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. 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.

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, business, beliefs, and 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, 2010 (Form 10-K). You should carefully consider the risks described in our Form 10-K and Form 10-Q. Such risks are not the only ones we 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 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 Japan, acquisition synergies, manufacturing strategies, product development and sales, regulatory approvals, competitive strengths, natural disasters 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 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.

     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 preserve the value of cash flows. See Note 12 to our Condensed Consolidated Financial Statements for discussion of foreign exchange contracts in use at March 31, 2011 and June 30, 2010.

     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. See Note 12 to our Condensed Consolidated Financial Statements for discussion of derivative instruments in use at March 31, 2011 and June 30, 2010.

     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 $37.9 million and increased income from operations of $12.8 million for the nine months ended March 31, 2011, compared with the estimated results for the comparable period in the prior year.

     Our $20.4 million of marketable securities at March 31, 2011 are principally invested in time deposits.

     Interest rate exposure is generally limited to our marketable securities, five-year unsecured credit 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 $165.0 million outstanding on our $350.0 million credit facility with an interest rate of approximately 2.76% at March 31, 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”)) 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.

Internal Control Over Financial Reporting

     During the three months ended March 31, 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 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 14 to our Condensed Consolidated Financial Statements, which is hereby incorporated by reference.

Item 1A. Risk Factors

     Our Annual Report on Form 10-K for the fiscal year ended June 30, 2010 contains a detailed discussion of certain risk factors that could materially adversely affect our business, our operating results, or our financial condition. An update to one of those risk factors follows:

We could suffer significant business interruptions.

     Our operations and those of our suppliers may be vulnerable to interruption by natural disasters such as earthquakes, tsunamis, typhoons, or floods, or other disasters such as fires, explosions, acts of terrorism or war, disease or failures of our management information or other systems. If a business interruption occurs, our business could be materially and adversely affected.

     On March 11, 2011, an earthquake occurred near the northeastern coast of Japan creating a tsunami that caused extensive damage. Thus far, our operations have not been materially affected. However, the long-term consequences of the disasters to our operations and the overall Japanese economy remain unclear.

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 March 31, 2011 were as follows (in thousands, except price per share data):

										Total Number
										of Shares
		Total Number								Purchased as
		of Shares				Average Price				Part of Publicly
		Purchased				Paid per Share				Announced Plan
January 1 — January 31
Common Stock			—			$	—				—
Class A Common Stock			473			$	20.25				—
February 1 — February 28
Common Stock			—			$	—				—
Class A Common Stock			95,523			$	22.31				—
March 1 — March 31
Common Stock			—			$	—				—
Class A Common Stock			—			$	—				—
Total			95,996			$	22.30				—