UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2004
Commission File Number 0-7491
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MOLEX INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 36-2369491
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2222 Wellington Court, Lisle, Illinois 60532
(Address of principal executive offices)
Registrant's telephone number, including area code: (630) 969-4550
____________
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT
Common Stock, par value $0.05
Class A Common Stock, par value $0.05
____________
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 by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No
On June 30, 2004, the following numbers of shares of the
Company's common stock were outstanding:
Common Stock 100,557,441
Class A Common Stock 88,418,015
Class B Common Stock 94,255
The aggregate market value of the voting shares (based on
the closing price of these shares on the National Association of
Securities Dealers Automated Quotation System on such date) held
by non-affiliates was approximately $1.84 billion.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of
Stockholders, to be held on October 22, 2004 are incorporated by
reference into Part III of this report.
EXPLANATORY NOTE
Molex Incorporated (the "Company") is filing this Amendment
No. 1 on Form 10-K/A for the fiscal year ended June 30, 2004, to
amend its disclosures in Item 9A of its annual report on Form 10-
K filed on September 10, 2004 (the "Annual Report") in response
to a comment that the Company received from the Staff of the
Division of Corporation Finance of the Securities and Exchange
Commission. This Amendment No. 1 on Form 10-K/A amends only Item
9A of the Annual Report. It does not affect the financial
statements and footnotes or other disclosures filed in the Annual
Report. Except to the extent expressly set forth herein, this
Form 10-K/A continues to speak as of the date of the original
Annual Report and the Company has not updated or amended the
disclosure contained herein to reflect events that have occurred
since the filing of the original Annual Report for the year ended
June 30, 2004. Accordingly, this Form 10-K/A should be read in
conjunction with our filings made with the Securities and
Exchange Commission subsequent to the filing of the original
Annual Report, including any amendments to those filings.
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PART II
Item 9A. Controls and Procedures
As of the end of the period covered by this report, the
Company conducted an evaluation, under the supervision and with
the participation of the principal executive officer and
principal financial officer, of the Company's disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934 (the "Exchange Act")). Based
on this evaluation, the principal executive officer and principal
financial officer concluded that the Company's disclosure
controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files
or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Except as
described below, there was no change in the Company's internal
control over financial reporting during the Company's most
recently completed fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
During the fourth quarter of fiscal 2004, the Company
implemented a new process to capture and analyze the various
financial data used in the preparation of the consolidated
statement of cash flows.
During the testing of the new process, the Company
discovered an error in the consolidated statement of cash flows
for the year ended June 30, 2003. The Company's old process was
based on a Hyperion-based calculated cash flow model which
recorded the change in the "other asset" account as an investing
activity. Other assets include intangibles, third-party
investments, deferred taxes, prepaid expenses and deposits.
Under the old process, the Company manually reclassified the
change in deferred taxes and prepaid pension to operating
activities. The Company made a clerical error of $25.4 million
with respect to the manual adjustment for deferred taxes and
prepaid pension in its cash flow statement for the year ended
June 30, 2003. The Company also determined that other changes in
the "other asset" account amounting to $19.2 million that had
been classified as investing activities should have been
classified as operating activities. The result of these errors
was an overstatement of cash provided from operating activities
and an overstatement of cash used for investing activities by
$44.6 million in the consolidated statement of cash flows for the
year ended June 30, 2003. In the Form 10-K for fiscal 2004, cash
provided from operating activities and cash used for investing
activities were restated in the consolidated statement of cash
flows for the year ended June 30, 2003.
Similar errors related to the classification of other asset
accounts occurred in the Company's fiscal year ended June 30,
2002 and the first three quarters of the fiscal year ended June
30, 2004. The impact of such classification errors on reported
cash provided from operating activities and cash used for
investing activities during these periods was not material.
The Company's new cash flow reporting process, which
identified the fiscal 2003 error, was designed to improve
management's ability to analyze and review all significant cash
flow activity. The Company also developed a quarterly cash flow
checklist as a further control procedure. To specifically
address the error described above, the Company added separate
balance sheet accounts in its Hyperion reporting system for
intangibles, investments, deferred taxes and prepaid pensions.
The Company believes that the new cash flow process and
additional review procedures will ensure that future errors are
prevented.
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PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) 2. Exhibits
The exhibits listed on the accompanying Index to Exhibits
are filed as part of this Form 10-K/A.
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Molex Incorporated
Index of Exhibits
Exhibit
Number Description
- -------- -----------
31 Rule 13a-14(a)/15d-14(a) Certifications
31.1 Section 302 certification by Chief Executive Officer
31.2 Section 302 certification by Chief Financial Officer
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
MOLEX INCORPORATED
_______________________
(Registrant)
Date: March 21, 2005 /s/ ROBERT B. MAHONEY
______________________
Robert B. Mahoney
Acting Chief Financial Officer,
Executive Vice President and
President, Far East South
Date: March 21, 2005 /s/ LOUIS A. HECHT
___________________
Louis A. Hecht
Corporate Secretary and
General Counsel
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