UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2000 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number 0-7491 MOLEX INCORPORATED (Exact name of registrant as specified in its charter) Delaware 36-2369491 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2222 Wellington Court, Lisle, Illinois 60532 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 630-969-4550 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (applicable only to corporate registrants). At December 31, 2000: Common Stock 98,760,631 shares Class A Common Stock 96,492,554 shares Class B Common Stock 94,255 shares MOLEX INCORPORATED FORM 10-Q DECEMBER 31, 2000 INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Information - Unaudited Condensed Consolidated Balance Sheets -- 2 December 31, 2000 and June 30, 2000 Condensed Consolidated Statements of Income -- 3 Three and Six Months Ended December 31, 2000 and 1999 Condensed Consolidated Statements of Cash Flows -- 4 Six Months Ended December 31, 2000 and 1999 Notes to Condensed Consolidated Financial Statements 5 Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3.	Quantitative and Qualitative Disclosure About Market Risk 10 PART II - OTHER INFORMATION 11 -1- MOLEX INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited - In Thousands) ASSETS December 31, June 30, 2000 2000 _________ _________ CURRENT ASSETS: Cash and cash equivalents $ 122,404 $ 164,288 Marketable securities 28,264 76,955 Accounts receivable - net 531,629 514,855 Inventories 285,733 236,209 Other current assets 33,060 30,702 Total current assets 1,001,090 1,023,009 PROPERTY, PLANT AND EQUIPMENT - NET 1,053,298 980,775 GOODWILL 160,506 165,307 OTHER ASSETS 86,342 78,015 $2,301,236 $2,247,106 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 255,999 $ 277,303 Accrued expenses 129,401 128,157 Other current liabilities 75,952 69,989 Total current liabilities 461,352 475,449 DEFERRED ITEMS 9,271 6,434 ACCRUED POSTRETIREMENT BENEFITS 42,186 36,099 LONG-TERM DEBT 21,546 21,593 MINORITY INTEREST 2,556 1,727 SHAREHOLDERS' EQUITY Common stock 10,573 10,555 Paid-in capital 266,066 259,806 Retained earnings 1,818,650 1,696,162 Treasury stock (266,776) (241,893) Deferred unearned compensation (20,707) (25,788) Cumulative translation and other adjustments (43,481) 6,962 Total shareholders' equity 1,764,325 1,705,804 $2,301,236 $2,247,106 The accompanying notes are an integral part of these condensed consolidated financial statements. - 2 - MOLEX INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited - In Thousands Except per Share Data) THREE MONTHS ENDED SIX MONTHS ENDED December 31, December 31, 2000 1999 2000 1999 NET REVENUE $629,319 $543,009 $1,255,244 $1,034,879 COST OF SALES 388,470 333,554 769,705 632,001 Gross Profit 240,849 209,455 485,539 402,878 OPERATING EXPENSES: Selling 48,952 41,681 99,426 79,585 Administrative 97,696 91,667 198,110 182,894 Total Operating Expenses 146,648 133,348 297,536 262,479 Income from Operations 94,201 76,107 188,003 140,399 OTHER INCOME: Impairment charge - - (2,763) - Foreign currency transaction gain/(loss) 3,011 (999) 3,739 (1,637) Interest income, net 1,239 2,396 3,109 4,047 Total Other Income/(Loss) 4,250 1,397 4,085 2,410 INCOME BEFORE INCOME TAXES 98,451 77,504 192,088 142,809 INCOME TAXES 30,617 23,386 59,732 43,194 NET INCOME $67,834 $54,118 $132,356 $99,615 EARNINGS PER COMMON SHARE: BASIC $0.35 $0.28 $0.68 $0.51 DILUTED $0.34 $0.27 $0.67 $0.50 CASH DIVIDENDS PER COMMON SHARE $0.025 $0.020 $0.050 $0.040 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING DURING THE PERIOD: BASIC 195,440 196,158 195,542 196,215 DILUTED 197,860 198,074 198,000 197,976 The accompanying notes are an integral part of these condensed consolidated financial statements. - 3 - MOLEX INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited - In Thousands) SIX MONTHS ENDED December 31, 2000 1999 CASH AND CASH EQUIVALENTS, Beginning of Period $164,288 $182,992 CASH AND CASH EQUIVALENTS PROVIDED FROM (USED FOR): Operations: Net income 132,356 99,615 Add (deduct) non-cash items included in net income: Depreciation and amortization 106,785 93,626 Amortization of deferred unearned compensation 5,081 3,254 Other charges to net income 3,514 6,380 Current items: Accounts receivable (33,247) (41,888) Inventories (53,085) (39,733) Other current assets (4,293) 11,572 Accounts payable (9,450) 36,170 Accrued expenses 18,451 6,056 Other current liabilities (2,726) (21,876) NET CASH PROVIDED FROM OPERATIONS 163,386 153,176 Investments: Purchases of property, plant and equipment (209,870) (150,204) Proceeds from sale of property, plant and equipment 2,297 5,777 Proceeds from sale of marketable securities 2,861,291 2,053,535 Purchases of marketable securities (2,812,600)(2,046,403) (Increase)/decrease in other assets (16,653) 13,228 NET CASH USED FOR INVESTMENTS (175,535) (124,067) Financing: Increase in short-term loans 7,811 - Increase in long-term debt 338 4,457 Decrease in long-term debt (385) (1,250) Cash dividends paid (9,780) (6,280) Purchase of treasury stock (24,979) (26,256) Reissuance of treasury stock 1,661 1,212 Exercise of stock options 3,326 2,862 NET CASH USED FOR FINANCING (22,008) (25,255) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (7,728) 7,278 CASH AND CASH EQUIVALENTS, End of Period $122,403 $194,124 The accompanying notes are an integral part of these condensed consolidated financial statements. - 4 - MOLEX INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) Condensed Consolidated Financial Statements The condensed consolidated financial statements have been prepared from the Company's books and records without audit and are subject to year-end adjustments. The interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of information for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Molex Incorporated 2000 Annual Report to Shareholders and the 2000 Annual Report on Form 10-K. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year. (2) Earnings per Common Share The reconciliation of common shares outstanding to dilutive common shares outstanding is as follows: Three Months Ended Six Months Ended December 31, December 31, 2000 1999 2000 1999 Weighted average shares outstanding - basic 195,440 196,158 195,542 196,215 Dilutive effect of stock options 2,420 1,916 2,458 1,761 Weighted average shares outstanding - diluted 197,860 198,074 198,000 197,976 (3) Comprehensive Income Comprehensive income includes all non-shareowner changes in equity and consists of net income, foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. Total comprehensive income, in thousands of dollars, is as follows: Three Months Ended Six Months Ended December 31, December 31, 2000 1999 2000 1999 Net income $67,834 $54,118 $132,356 $99,615 Currency translation and other adjustments (15,146) 81,741 (50,443) 128,994 Total comprehensive income $52,688 $135,859 $81,913 $228,609 -5- 4) Inventories Inventories are valued at the lower of first-in, first-out cost or market. Inventories, in thousands of dollars, consist of the following: December 31, June 30, 2000 2000 Raw Materials $ 49,692 $ 44,595 Work in Process 109,487 82,341 Finished Goods 126,554 109,273 $285,733 $236,209 (5) Segment and Related Information The Company and its subsidiaries operate in one product segment: the manufacture and sale of electrical components. Management operates the business by geographic segments. Information by geographic area is summarized in the following table: Inter- Customer company Total Net Identifiable Revenue Revenue Revenue Income Assets December 31, 2000 United States $ 515,789 $ 63,037 $ 578,826 $ 60,977 $1,012,196 Americas (Non-US) 40,549 8,470 49,019 28 57,975 Far East North 281,062 99,021 380,083 49,163 568,126 Far East South 220,888 32,592 253,480 31,866 350,115 Europe 196,911 31,774 228,685 14,242 429,944 Corporate and Other 45 - 45 (23,920) 164,386 Eliminations - (234,894) (234,894) - (281,506) Total $1,255,244 $ - $1,255,244 $132,356 $2,301,236 December 31, 1999 United States $ 381,567 $ 36,442 $ 418,009 $37,923 $ 855,801 Americas (Non-US) 46,857 7,360 54,217 (976) 55,041 Far East North 237,256 90,647 327,903 35,902 549,669 Far East South 193,434 22,480 215,914 22,879 320,831 Europe 175,688 23,422 199,110 14,761 395,199 Corporate and Other 77 - 77 (10,874) 181,300 Eliminations - (180,351) (180,351) - (200,869) Total $1,034,879 $ - $1,034,879 $99,615 $2,156,972 -6- MOLEX INCORPORATED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Consolidated net revenues were $629.3 million for the quarter ended December 31, 2000, increasing 15.9 percent in US dollars and 21.4 percent in local currencies over the same period last year. For the six months ended December 31, 2000, net revenues rose to $1,255.2 million from $1,034.9 million in the corresponding period last year, resulting in US dollar growth of 21.3 percent and local currency growth of 25.0 percent. The strengthening of the US dollar compared with other currencies caused net revenues to decrease $30.1 million and $38.5 million for the quarter and year-to-date periods, respectively. Management believes that Molex continues to grow at a rate higher than the worldwide connector market. All geographic regions experienced sales growth for the quarter as well as the six months ended December 31, 2000. Net revenue in the Americas region rose 30.1 percent in both US dollars and local currencies over the prior year quarter. Year-to-date net revenue growth over last year was 33.8 percent in both US dollars and local currencies. Growth in the region was fueled by strong demand in all major markets, including fiber optics, telecommunications, networking and distribution. Quarterly net revenue in the Far East North increased 1.2 percent in US dollars and 8.0 percent in local currencies compared to the prior year. For the six months ended December 31, 2000, revenue grew 15.9 percent in US dollars and 17.5 percent in local currencies over last year. Revenue growth was supported by continued strength in the various markets served by the region. Investment in new products, especially in the computer, consumer and telecom markets is believed to be resulting in market share gains in Japan. Far East South net revenue for the quarter was up 13.1 percent in US dollars and 15.4 percent in local currencies over the prior year. For the year-to-date period, revenue rose 18.1 percent in US dollars and 19.2 percent in local currencies over last year due to strong sales in the personal computer, computer-peripheral and mobile product markets. -7- In Europe, net revenue grew 19.2 percent in US dollars and 40.4 percent in local currencies over the prior year quarter. For the six months ended December 31, 2000, the revenue growth over the comparable prior year period was 18.5 percent in US dollars and 38.3 percent in local currencies. Demand was strong in the general distribution, fiber optic, mobile and telecommunications markets. For the six months ended December 31, 2000, 58.9 percent of Molex's worldwide net revenue was generated from its international operations. International operations are subject to currency fluctuations and government actions. Molex monitors its currency exposure in each country and continues to implement defensive strategies to respond to changing economic environments. Due to the uncertainty of the foreign exchange markets, Molex cannot reasonably predict future trends related to foreign currency fluctuations. Foreign currency fluctuations have impacted results in the past and may impact results in the future. Gross profit as a percent of net revenue was 38.3 percent for the quarter ended December 31, 2000 compared to 38.6 percent last year. For the six months ended December 31, 2000, the gross profit percentage was 38.7 percent, down slightly from 38.9 percent in the prior year period. Selling and administrative expenses were $146.6 million and $297.5 million, respectively, for the quarter and six month period ended December 31, 2000 as compared with $133.3 million and $262.5 million, respectively, for the corresponding periods in the prior year. As a percent of net revenue, selling and administrative expenses for the quarter were 23.3 percent compared with 24.6 percent in the prior year, and for the year-to-date period were 23.7 percent compared with 25.4 percent in the prior year. These year-over-year improvements are a result of efforts to keep overhead costs down. Also included in selling and administrative expenses are research and development expenditures, which for the six months ended December 31, 2000, decreased as a percent of net revenue to 5.7 percent from 6.2 percent in the prior year period. The Company recorded an impairment charge on certain available-for-sale securities during the first quarter of fiscal 2001 based on depressed market values over the holding period, which is expected to be permanent. Interest income, net of interest expense, was $1.2 million in the quarter ended December 31, 2000 compared with $2.4 million in the prior year and was $3.1 million for the six months ended December 31, 2000 as compared with $4.0 million a year ago. The year-to-date decline is primarily due to a lower level of short-term investments than in the prior year. -8- The effective tax rate was 31.0 percent for the quarter ended December 31, 2000 compared with 30.0 percent in the prior year period and was 31.0 percent for the six month period compared with 30.1 percent last year. The changes were a result of increased revenues in jurisdictions where higher tax rates apply. Net income for the quarter was $67.8 million or 35 cents per basic and 34 cents per diluted share, a 25.3 percent increase compared with $54.1 million or 28 cents per basic and 27 cents per diluted share for the same quarter last fiscal year. Net income for the six months ended December 31, 2000 was $132.4 million or 68 cents per basic and 67 cents per diluted share, as compared with net income of $99.6 million or 51 cents per basic and 50 cents per diluted share, for the same period in the prior year. Excluding the effects of currency translation, net income increased 31.4 percent for the quarter and 36.2 percent for the six months ended December 31, 2000 from the comparable prior year periods. The change in comprehensive income in Note 3 is partially a result of foreign currency translation adjustments due to the stronger US dollar versus the Japanese yen and most European currencies during the quarter and six months ended December 31, 2000. During the prior year comparable periods, the US dollar was generally weakening versus these currencies. The prior year periods also include unrealized gains on an available-for-sale security that in the current year periods, are accounted for using the equity method. LIQUIDITY AND CAPITAL RESOURCES Molex's balance sheet continues to be strong. Working capital at December 31, 2000 was $539.7 million, a slight decrease from $547.6 million at June 30, 2000. During the six months ended December 31, 2000, the Company purchased an aggregate of 710,000 shares of treasury stock at an aggregate cost of $25.0 million. This is in accordance with authorization by the Board of Directors allowing for the purchase of up to $50 million of Company stock during the current fiscal year. Management believes that the Company's current liquidity and financial flexibility are adequate to support its continued growth. -9- OUTLOOK The outlook for the remainder of fiscal 2001 is for moderate, but continued growth over the prior fiscal year. Demand remains firm in several important markets such as fiber optics, micro miniature and high-speed products. Due to the uncertainty of the foreign currency exchange markets, Molex cannot reasonably predict future trends related to foreign currency fluctuations. Foreign currency fluctuations have impacted the Company's results in the past and may impact results in the future. To further expand the Company's global presence, offer innovative products at an accelerated pace, and improve internal productivity, Molex plans to invest approximately $375 million in capital expenditures and approximately $150 million in research and development for the fiscal year ending June 30, 2001. Management believes the Company is well positioned to continue to grow faster than the overall connector industry. The Company continues to emphasize expansion in rapidly growing industry segments, product lines and geographic regions. Molex remains committed to providing high quality products and a full range of services to its customers worldwide. FORWARD LOOKING STATEMENT This document contains various forward looking statements. Statements that are not historical are forward looking statements and are subject to various risks and uncertainties which could cause actual results to vary materially from those stated. Such risks and uncertainties include: economic conditions in various regions, product and price competition, raw material prices, foreign currency exchange rates, technology changes, patent issues, litigation results, legal and regulatory developments, and other risks and uncertainties described in documents filed with the Securities and Exchange Commission. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is subject to market risk associated with changes in foreign currency exchange rates, interest rates and certain commodity prices. The Company mitigates its foreign currency exchange rate risk principally through the establishment of local production facilities in the markets it serves and -10- invoicing of customers in the same currency as the source of the products. Molex also monitors its foreign currency exposure in each country and implements strategies to respond to changing economic and political environments. Examples of these strategies include the prompt payment of intercompany balances utilizing a global netting system, the establishing of contra-currency accounts in several international subsidiaries, development of natural hedges and occasional use of foreign exchange contracts. A formalized treasury risk management policy has been implemented by the Company which describes the procedures and controls over derivative financial and commodity instruments. Under the policy, the Company does not use derivative financial or commodity instruments for trading purposes and the use of such instruments are subject to strict approval levels by senior officers. Typically, the use of such derivative instruments is limited to hedging activities related to specific foreign currency cash flows. The Company's exposure related to such transactions is, in the aggregate, not material to the Company's financial position, results of operations and cash flows. Interest rate exposure is principally limited to the $28.3 million of marketable securities owned by the Company. Such securities are debt instruments which generate interest income for the Company on temporary excess cash balances. The Company does not actively manage the risk of interest rate fluctuations, however, such risk is mitigated by the relatively short term, less than twelve months, nature of these investments. Part II - Other Information Items 1-6. Not Applicable -11- S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MOLEX INCORPORATED -------------------- (Registrant) Date February 13, 2001 /s/ ROBERT B. MAHONEY ----------------- -------------------- Robert B. Mahoney Corporate Vice President, Treasurer and Chief Financial Officer Date February 13, 2001 /s/ LOUIS A. HECHT ----------------- -------------------- Louis A. Hecht Corporate Secretary and General Counsel -12-