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 March 31, 2002 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 March 31, 2002: Common Stock 99,454,747 shares Class A Common Stock 93,974,024 shares Class B Common Stock 94,255 shares MOLEX INCORPORATED FORM 10-Q MARCH 31, 2002 INDEX Page 	 ---- PART I - FINANCIAL INFORMATION Item 1. Financial Information - Unaudited Condensed Consolidated Balance Sheets -- 2 March 31, 2002 and June 30, 2001 Condensed Consolidated Statements of Income -- 3 Three and Nine Months Ended March 31, 2002 and 2001 Condensed Consolidated Statements of Cash Flows -- 4 Nine Months Ended March 31, 2002 and 2001 Notes to Condensed Consolidated Financial Statements 5 Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosure About Market Risk 16 PART II - OTHER INFORMATION 17 -1- MOLEX INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited - In thousands) ASSETS March 31, June 30, 2002 2001 _________ _________ CURRENT ASSETS: Cash and cash equivalents $ 229,692 $ 138,438 Marketable securities 14,165 69,394 Accounts receivable - net 355,806 415,798 Inventories 176,089 213,637 Other current assets 51,077 54,598 Total current assets 826,829 891,865 PROPERTY, PLANT AND EQUIPMENT - NET 1,035,775 1,092,567 GOODWILL 157,529 156,697 OTHER ASSETS 57,382 72,498 $2,077,515 $2,213,627 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 133,095 $ 178,035 Accrued expenses 116,788 148,934 Other current liabilities 12,029 47,137 Total current liabilities 261,912 374,106 DEFERRED ITEMS 8,806 8,398 ACCRUED POSTRETIREMENT BENEFITS 41,523 37,660 LONG-TERM DEBT 14,852 19,351 OBLIGATIONS UNDER CAPITAL LEASES 4,401 6,114 MINORITY INTEREST 2,388 2,358 SHAREHOLDERS' EQUITY Common stock 10,618 10,597 Paid-in capital 306,283 289,683 Retained earnings 1,914,999 1,880,450 Treasury stock (341,646) (281,469) Deferred unearned compensation (27,892) (28,407) Cumulative translation and other adjustments (118,729) (105,214) Total shareholders' equity 1,743,633 1,765,640 $2,077,515 $2,213,627 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 NINE MONTHS ENDED March 31, March 31, 2002 2001 2002 2001 NET REVENUE $408,307 $599,801 $1,255,220 $1,855,045 COST OF SALES 276,035 380,765 860,299 1,150,470 Gross Profit 132,272 219,036 394,921 704,575 OPERATING EXPENSES: Selling 34,442 45,458 108,971 144,884 Administrative 72,654 90,826 219,064 288,936 Total Operating Expenses 107,096 136,284 328,035 433,820 Income from Operations 25,176 82,752 66,886 270,755 OTHER INCOME: Impairment charge on investments in other companies (2,570) - (12,570) (2,763) Foreign currency transaction gain/(loss) (22) 998 (302) 3,496 Interest income, net 1,148 1,094 4,046 4,203 Other income/(expense) 2,147 949 (809) 2,190 Total Other Income/(Loss) 703 3,041 (9,635) 7,126 INCOME BEFORE INCOME TAXES 25,879 85,793 57,251 277,881 INCOME TAX EXPENSE 6,196 25,058 8,108 84,790 NET INCOME $ 19,683 $ 60,735 $ 49,143 $ 193,091 EARNINGS PER COMMON SHARE: BASIC $0.10 $0.31 $0.25 $0.99 DILUTED $0.10 $0.31 $0.25 $0.98 CASH DIVIDENDS PER COMMON SHARE $0.025 $0.025 $0.075 $0.075 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING DURING THE PERIOD: BASIC 194,034 195,360 194,636 195,491 DILUTED 195,793 197,380 196,231 197,763 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) NINE MONTHS ENDED March 31, 2002 2001 CASH AND CASH EQUIVALENTS, Beginning of Period $138,438 $164,288 CASH AND CASH EQUIVALENTS PROVIDED FROM (USED FOR): Operations: Net income 49,143 193,091 Add (deduct) non-cash items included in net income: Depreciation and amortization 166,379 156,653 Amortization of deferred unearned compensation 8,501 7,621 Impairment charge on investments in other companies 12,570 2,763 Fixed asset write downs included in special charges 3,652 - (Gain)/Loss on sale of property, plant and equipment 1,343 1,964 Deferred income taxes (883) 1,385 Other charges to net income (176) (1,941) Current items: Accounts receivable 57,108 (6,356) Inventories 37,133 (35,402) Other current assets 3,401 (4,578) Accounts payable (41,938) (47,856) Accrued expenses (20,284) 15,352 Other current liabilities (41,639) (21,547) NET CASH PROVIDED FROM OPERATIONS 234,310 261,149 Investments: Purchases of property, plant and equipment (127,013) (297,994) Proceeds from sale of property, plant and equipment 1,252 2,247 Proceeds from sale of marketable securities 3,654,201 3,615,309 Purchases of marketable securities (3,598,972)(3,566,378) (Increase)/decrease in other assets 12,818 (12,987) NET CASH USED FOR INVESTMENTS (57,714) (259,803) Financing: Decrease in short-term loans (286) - Increase in long-term debt 318 52 Decrease in long-term debt (4,818) (383) Principal payments on capital leases (7,108) - Cash dividends paid (14,620) (14,668) Purchase of treasury stock (60,134) (31,136) Reissuance of treasury stock 964 1,771 Exercise of stock options 4,412 7,113 NET CASH USED FOR FINANCING (81,272) (37,251) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (4,070) (8,820) CASH AND CASH EQUIVALENTS, End of Period $229,692 $119,563 The accompanying notes are an integral part of these condensed consolidated financial statements. - 4 - MOLEX INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER AND NINE MONTHS ENDED MARCH 31, 2002 AND 2001 (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 2001 Annual Report to Shareholders and the 2001 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 Nine Months Ended March 31, March 31, 2002 2001 2002 2001 Weighted average shares outstanding - basic 194,034 195,360 194,636 195,491 Dilutive effect of stock options 1,759 2,020 1,595 2,272 Weighted average shares outstanding - diluted 195,793 197,380 196,231 197,763 (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 Nine Months Ended March 31, March 31, 2002 2001 2002 2001 Net income $ 19,683 $ 60,735 $49,143 $193,091 Currency translation and other adjustments (2,765) (43,519) (13,515) (93,962) Total comprehensive income $ 16,918 $ 17,216 $35,628 $ 99,129 - 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: March 31, June 30, 2002 2001 Raw Materials $ 24,766 $ 33,729 Work in Process 71,264 87,776 Finished Goods 80,059 92,132 $176,089 $213,637 (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: As of and Inter- for the Nine Customer company Total Net Identifiable Months Ended: Revenue Revenue Revenue Income Assets March 31, 2002 United States $ 492,572 $ 58,078 $ 550,650 $ 12,090 $ 963,452 Americas (Non-US) 6,612 10,517 17,129 (202) 74,648 Far East North 255,520 90,317 345,837 24,207 449,290 Far East South 275,348 37,484 312,832 35,046 381,836 Europe 225,121 20,152 245,273 1,045 396,950 Corporate and Other 47 - 47 (23,043) 82,251 Eliminations - (216,548) (216,548) - (270,912) Total $1,255,220 $ - $1,255,220 $ 49,143 $2,077,515 March 31, 2001 United States $ 773,370 $ 97,324 $ 870,694 $ 91,052 $1,007,931 Americas (Non-US) 55,807 10,955 66,762 (434) 57,990 Far East North 396,474 139,357 535,831 64,612 514,283 Far East South 317,994 45,476 363,470 43,988 348,359 Europe 311,332 42,898 354,230 22,471 416,850 Corporate and Other 68 - 68 (28,598) 152,202 Eliminations - (336,010) (336,010) - (257,225) Total $1,855,045 $ - $1,855,045 $ 193,091 $2,240,390 - 6 - 6) Other items During the second quarter of fiscal 2002, the Company recorded a pretax charge of $34.2 million ($25.3 million, net of tax benefit of $8.9 million) comprised of $18.7 million to reflect costs associated with a further reduction in the global work force of approximately 800 people, $10.0 million to reflect the lower current value of investments in other companies, and $5.5 million of asset write down costs related to operations being closed. Of the approximately 800 people included in the work force reduction, approximately 400 were directly involved in manufacturing operations and approximately 400 were involved in sales and administrative positions. Employment reductions of approximately 600 occurred during the second quarter of fiscal 2002, resulting in cash payments of $5.7 million. The remaining employment reductions will occur during the second half of fiscal 2002, and severance payments will continue for up to a year for certain individuals. Pretax charges of $7.1 million were recorded in cost of sales, $15.6 million in selling, general and administrative expenses, and $11.5 million in other expenses. The charges relating to asset and investment write downs were credited to the respective items on the balance sheet, and the unpaid amounts relating to employment reductions were included in accrued expenses. During the fourth quarter of fiscal 2001, the Company recorded a charge to reflect costs associated with a reduction in the global work force of approximately 950 people, write-off of slow-moving and excess inventories and asset write-offs related to operations being closed. Pretax charges recorded in the fourth quarter of fiscal 2001 totaled $43.5 million ($30.3 million, net of tax benefit of $13.2 million) of which $16.4 million were recorded in cost of sales and $27.1 million in selling, general and administrative expenses. - 7 - The major components of the fiscal 2001 fourth quarter and fiscal 2002 second quarter charges, and the remaining accrual balance as of March 31, 2002 were as follows: Accrued June December Cash Assets Balance at 2001 2001 Payments Disposed March 31, (In thousands) Charge Charge Made and Other 2002 _______________ _________ _________ _________ _________ _________ Severance and other benefits $27,690 $18,675 ($27,438) ($ 3,201) $15,726 Inventory write-offs 12,714 - - (12,714) - Asset write-offs 3,043 15,483 - (14,984) 3,542 _________ _________ _________ _________ _________ Total $43,447 $34,158 ($27,438) ($30,899) $19,268 In addition, during the second quarter of fiscal 2002, a one time positive tax planning adjustment related to operations being closed of $5.0 million was recorded. 7) New accounting pronouncements The Company has adopted Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" as of July 1, 2001. This statement requires the use of the purchase method of accounting for all business combinations, thereby eliminating use of the pooling-of-interests method. The Company has always used the purchase method when accounting for past business combinations and thus no change in procedures will be required going forward. The Company has also adopted SFAS No. 142, "Goodwill and Other Intangible Assets" as of July 1, 2001. This statement changes the accounting for intangible assets and goodwill, which are no longer amortized unless, in the case of intangible assets, the asset has a finite life. Goodwill and intangible assets with indefinite lives are now subject to an annual impairment test. Upon adoption, an initial testing of impairment is required. The required initial benchmark evaluation was performed as of July 1, 2001 resulting in no impairment in the value of the Company's goodwill and other intangible assets. - 8 - Comparative information on prior periods as if goodwill had not been amortized in those periods is as follows: For the Quarter For the Nine Months Ended March 31, Ended March 31, (In thousands except for EPS amounts) 2002 2001 2002 2001 Reported net income $ 19,683 $60,735 $49,143 $193,091 Add back: Goodwill amortization - 2,561 - 7,497 Adjusted net income $ 19,683 $63,296 $49,143 $200,588 Basic earnings per share: Reported net income $ 0.10 $ 0.31 $ 0.25 $ 0.99 Goodwill amortization - 0.01 - 0.04 Adjusted net income $ 0.10 $ 0.32 $ 0.25 $ 1.03 Diluted earnings per share: Reported net income $ 0.10 $ 0.31 $ 0.25 $ 0.98 Goodwill amortization - 0.01 - 0.03 Adjusted net income $ 0.10 $ 0.32 $ 0.25 $ 1.01 On August 16, 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, "Accounting for Asset Retirement Obligations". This pronouncement addresses the recognition and remeasurement of obligations associated with the retirement of tangible long-lived assets. On October 3, 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which addresses accounting and reporting for the impairment or disposal of long-lived assets, including discontinued operations. It establishes a single accounting model for long-lived assets to be disposed of by sale. Both statements will be effective for the Company's fiscal year beginning July 1, 2002. The Company is evaluating SFAS No. 143 and SFAS No. 144 to determine their impact on the consolidated financial statements. 8) Subsequent event On April 30, 2002, Sheldahl, Inc. filed a voluntary petition for Chapter 11 reorganization with the US Bankruptcy Court and indicated its intention to sell substantially all of its assets as part of the reorganization. Sheldahl is a supplier to the Company and the Company currently holds subordinated, secured and unsecured notes receivable from Sheldahl. The Company also has invested in the common and preferred shares of Sheldahl in previous years. - 9 - Over the past two fiscal years, the Company has recognized the deteriorating financial position of Sheldahl and has recorded impairment charges against its cost-basis investment whenever management believed that its investment in Sheldahl had permanently declined in value. At this time, the Company is unable to determine what impact, if any, the bankruptcy filing by Sheldahl will have on the recoverability of the Sheldahl subordinated secured and unsecured notes receivable that it holds or its remaining investment in Sheldahl. However, in the event of a liquidation of Sheldahl, the Company feels the previously recorded impairment charges and the remaining security position it holds are such that liquidation of Sheldahl would not have a material effect on the Company's financial statements. Subsequent to the bankruptcy filing, the Company has provided Sheldahl with $500,000 of debtor-in-posession financing. In addition, the bankruptcy filing indicated that the Company along with two other Sheldahl investors may try to acquire the assets of Sheldahl as part of the reorganization. - 10 - MOLEX INCORPORATED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Consolidated net revenues were $408.3 million for the quarter ended March 31, 2002, down 31.9 percent in US dollars and 29.8 percent in local currencies over the same period last year. For the nine months ended March 31, 2002, net revenues were $1.26 billion compared with $1.86 billion in the corresponding period last year, declining 32.3 percent in US dollars and 30.3 percent in local currencies. The strengthening of the US dollar compared with other currencies caused a decrease in net revenues to $12.8 million and $37.3 million for the quarter and year-to-date periods, respectively. Net revenue in the Americas region was down 38.6 percent in both US dollars and local currencies from the prior year quarter while year-to-date net revenue declined 39.7 percent in both US dollars and local currencies compared with a strong prior year period. The telecom infrastructure and fiber optics markets have been challenging throughout this fiscal year. However, the increased level of bookings seen in several other markets of this region drives our expectations of sequential improvements going forward. Quarterly net revenue in the Far East North decreased 33.5 percent in US dollars and 26.6 percent in local currencies compared to the prior year. For the nine months ended March 31, 2002, revenue declined 35.5 percent in US dollars and 28.2 percent in local currencies from last year. Although business conditions have been extremely difficult in this region during the fiscal year, we are seeing improvements in the level of orders in the telecom and data infrastructure markets. Far East South net revenue for the quarter was down 7.8 percent in US dollars and 5.4 percent in local currencies from the prior year. For the year-to-date period, revenue declined 13.8 percent in US dollars and 11.5 percent in local currencies from last year. While this region has been impacted by the slowing in global demand for technology products throughout the fiscal year, results are improving due to proactive cost control, customers moving manufacturing to the region, and a recent strength in demand experienced in the personal computer, computer-peripheral and mobile products markets. - 11 - In Europe, net revenue decreased 37.8 percent in US dollars and 35.3 percent in local currencies from the prior year quarter. For the nine months ended March 31, 2002, the revenue decline from the comparable prior year period was 31.8 percent in US dollars and 31.4 percent in local currencies. The region shows signs of improvement based upon the level of new orders during the quarter, but at a slower rate due to the continued low demand in the telecom infrastructure market that has impacted the region during this fiscal year. For the nine months ended March 31, 2002, 60.8 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. During the second quarter of fiscal 2002, the Company recorded a pretax charge of $34.2 million ($25.3 million, net of tax benefit of $8.9 million) comprised of $18.7 million to reflect costs associated with a further reduction in the global work force of approximately 800 people, $10.0 million to reflect the lower current value of investments in other companies, and $5.5 million of asset write down costs related to operations being closed. Gross profit as a percent of net revenue was 32.4 percent for the quarter ended March 31, 2002 compared with 36.5 percent last year. For the nine months ended March 31, 2002, the gross profit percentage was 31.5 percent, down from 38.0 percent in the prior year period. The fiscal 2002 nine-month gross profit margin includes $7.1 million of the second quarter charge taken primarily due to costs from the manufacturing related employment reductions. Gross profit margin is also down due to higher depreciation expenses and under utilization of factory capacity as a result of reduced demand. For the nine-month period, depreciation expenses as a percent of net revenue were 12.9 percent compared with 8.0 percent last year. The impact from price erosion and a change in the product mix toward lower margin products was also a factor in the reduction of gross profit. Selling and administrative expenses were $107.1 million and $328.0 million, respectively, for the quarter and nine month period ended March 31, 2002 as compared with $136.3 million and $433.8 million, respectively, for the - 12 - corresponding periods in the prior year. As a percent of net revenue, selling and administrative expenses for the quarter were 26.2 percent compared with 22.7 percent in the prior year, and for the year-to-date periods were 26.1 percent compared with 23.4 percent in the prior year. The year-to-date increase is mainly due to the inclusion in selling and administrative expenses of $15.7 million of the second quarter charge related to employment reductions in selling and administrative areas. Excluding the second quarter charge, selling and administrative expenses as a percent of net revenue for the year-to-date period were 24.9 percent. Also included in selling and administrative expenses are research and development expenditures, which for both the quarter and nine months ended March 31, 2002, increased as a percent of net revenue to 6.7 percent from 5.7 percent in both respective prior year periods. The Company adopted Statement of Financial Accounting Standards ("SFAS") No.142, "Goodwill and Other Intangible Assets" as of July 1, 2001. This statement changes the accounting for intangible assets and goodwill, which are no longer amortized unless, in the case of intangible assets, the asset has a finite life. Goodwill amortization included in selling, general and administrative expenses for the three and nine months ended March 31, 2001 was $2.6 million and $7.5 million, respectively. The Company recorded a $2.6 million impairment charge on certain available-for-sale securities during the third quarter of fiscal 2002 based on depressed market values which are expected to be permanent. The foreign currency loss for the nine months ended March 31, 2002 includes $1.4 million related to the recognition of accumulated foreign currency losses for operations being closed. Interest income, net of interest expense, was $1.1 million in both quarters ended March 31, 2002 and March 31, 2001 and was $4.0 million for the nine months ended March 31, 2002 as compared with $4.2 million a year ago. The effective tax rate was 24.0% for the quarter ended March 31, 2002 compared with 29.0 percent in the prior year period and was 14.1 percent for the nine month period compared with 30.4 percent last year. The rate for the nine-month period was affected by a $5.0 million one time tax benefit related to operations being closed as a result of the fiscal 2002 second quarter charge. For the nine-month period, this tax benefit and the tax impact of the second quarter charge reduced the effective tax rate by almost ten percentage - 13 - points. In addition to the impact of the positive tax adjustment, the reduction in the effective tax rate versus the prior year was a result of a change in the mix of the Company's pretax earnings from higher rate jurisdictions in which the Company operates to lower rate jurisdictions, principally in the Far East South, as well as the ongoing global effort to reduce its income tax burden through a disciplined repatriation strategy and better planning. Net income for the quarter was $19.7 million or 10 cents per basic and diluted share, compared with $60.7 million or 31 cents per basic and diluted share for the same quarter last fiscal year. Net income for the nine months ended March 31, 2002 was $49.1 million or 25 cents per basic and diluted share, as compared with net income of $193.1 million or 99 cents per basic and 98 cents per diluted share, for the same period in the prior year. Currency translation decreased net income by $0.8 million for the quarter and by $3.1 million for the nine-month period. The change in comprehensive income in Note 3 is almost entirely due to foreign currency translation adjustments. During the quarter and nine months ended March 31, 2002, the US dollar was weaker versus the Japanese yen when compared with the prior year. This impact was partially offset by a slightly stronger Euro currency in the nine-month period. LIQUIDITY AND CAPITAL RESOURCES Molex continues to maintain a strong financial position, funding capital projects and working capital needs principally out of operating cash flow and cash reserves, while maintaining a relatively low level of debt. Working capital at March 31, 2002 was $564.9 million, compared with $517.8 million at June 30, 2001. Net cash provided from operations was down from the prior year due to lower net income offset by a $94.2 million change in working capital. Accounts receivable and inventories were lower due to the reduced sales activity when compared with the prior year. Net cash used for investments was $57.7 million compared with $259.8 million last year. Capital expenditures were $127.0 million, down from the prior year total of $298.0 million. Molex plans to invest approximately $170 million in capital expenditures and approximately $111 million in research and development during the fiscal year ending June 30, 2002. - 14 - Net cash used for financing activities was $81.3 million compared with $37.3 million in the prior period. During the nine months ended March 31, 2002, the Company purchased an aggregate of 2,237,000 shares of treasury stock at an aggregate cost of $60.1 million. This is in accordance with authorization by the Board of Directors allowing for the purchase of up to $100 million of Company stock during the current fiscal year. The Company also reduced outstanding debt by $4.8 million and had principal payments on capital leases of $7.1 million. Management believes that the Company's current liquidity and financial flexibility are adequate to support its continued growth based upon the current cash balances relative to the projected capital spending, stock buyback authorization and low level of debt. OUTLOOK While the Company is seeing positive signs of economic recovery in the industry, that visibility is limited and so the outlook for the remainder of fiscal 2002 remains cautious. Molex is actively managing its costs and has significantly improved its overall cost structure through the actions it has taken over the past three quarters. New product development remains a high priority this fiscal year. Molex's global team has considerable experience in managing through difficult market conditions and is focused on maintaining profitability while developing the new products necessary to expand its market share. 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. 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. 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, - 15 - 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 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 $14.2 million of marketable securities owned by the Company and the Company's $14.9 million of long-term debt. The 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 on the marketable securities. However, such risk is mitigated by the relatively short term, less than twelve months, nature of these investments. The Company's long-term debt is generally at fixed rates and primarily consists of bank loans and mortgages. The company does not enter into derivative transactions (i.e. interest rate swaps) with respect to its long-term debt as the current interest expense on this debt is not deemed material to operations. - 16 - Part II - Other Information Items 1-6. Not Applicable - 17 - 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 May 13, 2002 /s/ ROBERT B. MAHONEY ----------------- -------------------- Robert B. Mahoney Corporate Vice President, Treasurer and Chief Financial Officer Date May 13, 2002 /s/ LOUIS A. HECHT ----------------- -------------------- Louis A. Hecht Corporate Secretary and General Counsel - 18 -