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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 September 30, 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 September 30, 2002:
Common Stock 99,711,880 shares
Class A Common Stock 92,430,315 shares
Class B Common Stock 94,255 shares
MOLEX INCORPORATED
FORM 10-Q
SEPTEMBER 30, 2002
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Information - Unaudited
Condensed Consolidated Balance Sheets -- 2
September 30, 2002 and June 30, 2002
Condensed Consolidated Statements of Income -- 3
Three Months Ended September 30, 2002 and 2001
Condensed Consolidated Statements of Cash Flows -- 4
Three Months Ended September 30, 2002 and 2001
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosure About
Market Risk 12
Item 4. Controls and Procedures 13
PART II - OTHER INFORMATION 14
-1-
MOLEX INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - In Thousands)
ASSETS Sept. 30, June 30,
2002 2002
_________ _________
CURRENT ASSETS:
Cash and cash equivalents $ 175,995 $ 213,477
Marketable securities 122,406 99,848
Accounts receivable - net 390,325 386,150
Inventories 175,745 167,253
Other current assets 50,993 48,615
_________ _________
Total current assets 915,464 915,343
PROPERTY, PLANT AND EQUIPMENT - NET 1,039,254 1,067,590
GOODWILL 160,173 160,180
OTHER ASSETS 113,425 110,807
_________ _________
$2,228,316 $2,253,920
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 173,462 $ 184,630
Accrued expenses 130,826 119,027
Other current liabilities 37,472 53,021
_________ ________
Total current liabilities 341,760 356,678
DEFERRED ITEMS 6,598 6,346
ACCRUED POSTRETIREMENT BENEFITS 45,577 44,914
LONG-TERM DEBT 13,276 14,223
OBLIGATIONS UNDER CAPITAL LEASES 1,898 3,626
MINORITY INTEREST 599 481
SHAREHOLDERS' EQUITY
Common stock 10,639 10,628
Paid-in capital 318,349 311,631
Retained earnings 1,962,876 1,937,488
Treasury stock (387,674) (362,479)
Deferred unearned compensation (27,275) (27,262)
Cumulative translation and
other adjustments (58,307) (42,354)
Total shareholders' equity 1,818,608 1,827,652
_________ _________
$2,228,316 $2,253,920
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
___________________
Sept. 30, Sept. 30,
2002 2001
________ ________
NET REVENUE $469,246 $430,453
COST OF SALES 309,690 293,149
________ _______
Gross Profit 159,556 137,304
OPERATING EXPENSES:
Selling 40,877 37,309
Administrative 79,591 65,758
_______ _______
Total Operating Expenses 120,468 103,067
Income from Operations 39,088 34,237
OTHER INCOME (EXPENSE):
Foreign currency transaction gain/(loss) (534) (5)
Interest income, net 1,010 2,043
Other income/(loss) (49) (1,146)
_______ _______
Total Other Income/(Expense), Net 427 892
INCOME BEFORE INCOME TAXES 39,515 35,129
INCOME TAXES 9,553 9,933
_______ _______
NET INCOME $29,962 $25,196
EARNINGS PER COMMON SHARE:
BASIC $0.16 $0.13
DILUTED $0.15 $0.13
CASH DIVIDENDS PER COMMON SHARE $0.025 $0.025
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
DURING THE PERIOD: BASIC 192,865 195,204
DILUTED 194,439 196,798
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)
THREE MONTHS ENDED
___________________
Sept. 30, Sept. 30,
2002 2001
________ ________
CASH AND CASH EQUIVALENTS, Beginning of Period $213,477 $138,438
CASH AND CASH EQUIVALENTS
PROVIDED FROM (USED FOR):
Operations:
Net income 29,962 25,196
Add (deduct) non-cash items included
in net income:
Depreciation and amortization 56,396 55,166
Amortization of deferred unearned compensation 3,281 2,484
Other charges to net income (204) 1,047
Changes in working capital:
Accounts receivable (8,702) 36,014
Inventories (9,944) 9,124
Other current assets 654 (4,691)
Accounts payable (8,737) (23,566)
Accrued expenses 13,327 (18,278)
Other current liabilities (13,707) (17,435)
NET CASH PROVIDED FROM OPERATIONS 62,326 65,061
Investments:
Purchases of property, plant and equipment (38,098) (45,435)
Proceeds from sale of property, plant
and equipment 786 1,155
(Increase)decrease in marketable securities (22,558) 48,756
(Increase)decrease in other assets (5,337) 2,399
NET CASH PROVIDED FROM(USED FOR) INVESTING ACTIVITIES (65,207) 7,246
Financing:
Increase(decrease) in short-term loans (931) 1,563
Increase in long-term debt 4 970
Decrease in long-term debt (951) (4,530)
Principal payments on capital leases (1,507) (1,793)
Cash dividends paid (4,829) (4,885)
Purchase of treasury stock (25,020) (14,997)
Reissuance of treasury stock 602 39
Exercise of stock options 968 869
NET CASH USED FOR FINANCING ACTIVITIES (31,664) (22,764)
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (2,937) 5,063
CASH AND CASH EQUIVALENTS, End of Period $175,995 $193,044
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 2002
Annual Report to Shareholders and the 2002 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. Certain
reclassifications have been made to the prior year's financial statements to
conform to the fiscal year 2003 classifications.
(2) Earnings per Common Share
The reconciliation of common shares outstanding to dilutive common shares
outstanding is as follows:
Three Months Ended
September 30,
2002 2001
______ _______
Weighted average shares outstanding - basic 192,865 195,204
Dilutive effect of stock options 1,574 1,594
_______ _______
Weighted average shares outstanding - diluted 194,439 196,798
(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
September 30,
2002 2001
_______ _______
Net income $29,962 $25,196
Currency translation and other adjustments (15,953) 44,219
_______ _______
Total comprehensive income $14,009 $69,415
- 5 -
4) Inventories
Inventories are valued at the lower of first-in, first-out cost or market.
Inventories, net of reserves, in thousands of dollars, consist of the
following:
Sept. 30, June 30,
2002 2002
_________ _________
Raw Materials $ 26,895 $ 25,753
Work in Process 64,905 63,180
Finished Goods 83,945 78,320
_________ _________
$ 175,745 $ 167,253
5) Segment and Related Information
The Company and its subsidiaries operate in one product segment: the
manufacture and sale of electrical components. Revenue is recognized based
on the location of the selling entity. 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
September 30, 2002:
United States $166,509 $ 18,277 $184,786 $ 8,553 $ 982,918
Americas (Non-US) 3,127 7,633 10,760 (50) 70,245
Far East North 103,027 41,588 144,615 11,694 500,729
Far East South 118,656 14,060 132,716 17,730 430,710
Europe 77,914 7,462 85,376 476 426,677
Corporate and Other 13 - 13 (8,441) 120,516
Eliminations - (89,020) (89,020) - (303,479)
Total $469,246 - $469,246 $ 29,962 $2,228,316
September 30, 2001:
United States $160,311 $ 21,658 $181,969 $ 5,393 $ 990,911
Americas (Non-US) 11,471 343 11,814 139 49,151
Far East North 90,154 31,824 121,978 9,954 510,143
Far East South 94,680 12,097 106,777 10,639 357,500
Europe 73,830 6,774 80,604 1,099 417,269
Corporate and Other 7 - 7 (2,028) 127,303
Eliminations - (72,696) (72,696) - (232,628)
Total $430,453 - $430,453 $25,196 $2,219,649
- 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) to reflect
costs associated with a reduction in the global work force of approximately 800
people, the lower current value of investments in other companies, and asset
write-down costs related to operations being closed. In addition, a one-time
positive tax planning adjustment of $5.0 million related to certain operations
being closed was recorded.
During the fourth quarter of fiscal 2001, the Company recorded a $43.5 million
($30.3 million, net of tax benefit of $13.2 million) 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.
- 7 -
The major components of the fiscal 2001 fourth quarter and fiscal 2002 second
quarter charges, and the remaining accrual balance as of September 30, 2002
were as follows:
Accrued
June December Cash Assets Balance at
2001 2001 Payments Disposed September 30,
(In thousands) Charge Charge Made and Other 2002
_______________ _________ _________ _________ _________ _________
Severance and other
benefits $27,690 $18,675 ($30,484) ($ 3,201) $12,680
Inventory write-offs 12,714 - - (12,714) -
Asset write-offs 3,043 15,483 - (18,526) -
________ _________ _________ _________ _________
Total $43,447 $34,158 ($30,484) ($34,441) $12,680
All of the employment reductions have occurred with severance payments being
made over a period of up to twenty-four months after the severance date. The
remaining severance payments will be paid during the next thirteen months.
7) New accounting pronouncements
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 143, "Accounting for Asset Retirement Obligations," and No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," as of
July 1, 2002. These statements address the recognition and remeasurement of
obligations associated with the retirement of tangible long-lived assets and
the accounting and reporting for the impairment or disposal of long-lived
assets, including discontinued operations, respectively. SFAS No. 144
establishes a single accounting model for long-lived assets to be disposed of
by sale. The Company has evaluated SFAS No. 143 and SFAS No. 144 and
determined that the impact on the consolidated financial statements is not
material.
- 8 -
MOLEX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated net revenues were $469.2 million for the quarter ended
September 30, 2002, up 9.0 percent in US dollars and 6.0 percent in local
currencies over the prior year period. The strengthening of other currencies
compared with the US dollar increased net revenues by $12.8 million for the
quarter.
Net revenue in the Americas region remained even with the prior year quarter.
The telecom and computer infrastructure and fiber optics markets remain a
challenge given the current economic conditions.
Quarterly net revenue in the Far East North region increased 18.6 percent in
US dollars and 14.6 percent in local currencies compared with last year driven
primarily by increased demand for consumer electronics.
Far East South net revenue for the quarter rose 25.4 percent in US dollars and
24.3 percent in local currencies over the prior year quarter. Strength in
consumer electronics, personal computers and mobile telephones in this region
led the increase, which was helped by new product introduction and customers
moving manufacturing to the region.
In Europe, net revenue was up 7.8 percent in US dollars but down 3.6 percent in
local currencies compared with the same period last year. A stronger Euro
supported the US dollar increase, while the local currency decline was a result
of the depressed telecom infrastructure market, reflecting a downturn which
started later than those in the U.S. and Asia.
For the three months ended September 30, 2002, 64.5 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 foreign currency exposure in each country and
implements strategies to respond to changing economic and political
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.
- 9 -
Gross profit as a percent of net revenue was 34.0 percent for the quarter ended
September 30, 2002 compared with 31.9 percent last year. The increase was
partially due to higher revenues and absorption of fixed manufacturing costs,
as well as a benefit from favorable pricing of raw materials.
Selling and administrative expenses were $120.5 million for the first quarter
of fiscal 2003 compared with $103.1 million in the prior year period. As a
percent of net revenue, selling and administrative expenses were 25.7 percent
compared with 23.9 percent for the same period last year. The increase was
due to the reinstatement of salaries and certain employee retirement benefits
to normal levels as well as increased expenses for travel and other revenue
related expenses. Also included in selling and administrative expenses are
research and development expenditures, which for the three months ended
September 30, 2002, increased $1.3 million but decreased slightly as a percent
of net revenue to 6.4 percent from 6.7 percent in the prior year period due to
higher revenues.
Interest income, net of interest expense, was $1.0 million in the quarter ended
September 30, 2002 compared with $2.0 million in the prior year due primarily
to the effect of lower interest rates.
The effective tax rate was 24.0 percent for the first quarter compared with
28.0 percent in the prior year period as 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 the Company's income tax burden
through a disciplined repatriation strategy and better planning. The effective
tax rate was consistent with the fiscal 2002 annual effective tax rate after
adjusting the tax rate for the $5.0 million one-time tax benefit recorded in
the second quarter.
Net income for the quarter was $30.0 million or 16 cents per basic and 15 cents
per diluted share, an 18.9 percent increase compared with $25.2 million or 13
cents per basic and diluted share for the same quarter last fiscal year.
The change in comprehensive income in Note 3 is mainly due to foreign currency
translation adjustments due to the stronger US dollar versus the Japanese yen
and the Euro when comparing rates at June 30, 2002 to those at September 30,
2002. For the same period last year, June 30, 2001 to September 30, 2001,
these currencies were generally stronger versus the US dollar.
- 10 -
LIQUIDITY AND CAPITAL RESOURCES
Molex's 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 September 30, 2002 was $573.7 million compared with $555.8 million
at June 30, 2002.
Net cash provided from operations was down from the prior year due to an $8.7
million change in working capital partially offset by higher net income.
During fiscal 2003, accounts receivable and inventories increased from the June
balance due to higher revenues in comparison with the prior year quarter when
those balances decreased due to reduced sales activity.
Net cash used for investments was $65.2 million, a change of $72.5 million
from the prior year, driven mainly by a $71.3 million increase in marketable
securities which increased $22.6 million in this quarter versus a $48.7 million
decrease in the first quarter of fiscal 2002. Capital expenditures were $38.1
million, down from the prior year total of $45.1 million.
Net cash used for financing activities was $31.7 million compared with $22.8
million in the prior period. During the three months ended September 30, 2002,
the Company purchased an aggregate of 1,017,000 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 $100 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 current and future growth.
OUTLOOK
The outlook for fiscal 2003 remains challenging based on the uncertainty of the
current worldwide economic conditions and the limited visibility in our
industry. Molex has significantly improved its overall cost structure. New
product development also 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.
- 11 -
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, 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 establishment 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 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.
- 12 -
Interest rate exposure is principally limited to the $122.4 million of
marketable securities owned by the Company and the Company's $13.3 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.
CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
The term "disclosure controls and procedures" is defined in Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934 (Exchange Act). These rules
refer to the controls and other procedures of a company that are designed to
ensure that information required to be disclosed by a company in the reports
that it files under the Exchange Act is recorded, processed, summarized and
reported within required time periods. Our Chief Executive Officer and our
Chief Financial Officer have evaluated the effectiveness of our disclosure
controls and procedures as of a date within ninety days before the filing of
this quarterly report (the Evaluation Date), and they have concluded that, as
of the Evaluation Date, such controls and procedures were effective at ensuring
that required information will be disclosed on a timely basis in our reports
filed under the Exchange Act.
(b) Changes in internal controls
We maintain a system of internal accounting controls that are designed to
provide reasonable assurance that our books and records accurately reflect our
transactions and that our established policies and procedures are followed.
For the quarter ended September 30, 2002, there were no significant changes to
our internal controls or in other factors that could significantly affect our
internal controls.
- 13 -
Part II - Other Information
Items 1-3. Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders held on October 25,
2002, the following directors were elected to hold
office for their respective terms according to their
class: J. H. Krehbiel, Jr., Robert J. Potter, Edgar D.
Janotta, Donald G. Lubin and Joe W. Laymon. No candidate
for director received less than 85,717,581 votes in favor
of their election nor more than 6,259,356 votes
withheld.
Item 5. Not applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
A report on Form 8-K was filed on September 23, 2002
containing:
1) the statements under oath of the Principal Executive
Officer and Principal Financial Officer regarding
facts and circumstances relating to exchange act
filings pursuant to the Securities and Exchange
Commission's Order No. 4-460 issued on June 27, 2002
2) the certification under Section 906 of the
Sarbanes-Oxley Act of 2002 "Corporate Responsibility
for Financial Reports".
- 14 -
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 November 8, 2002 /s/ ROBERT B. MAHONEY
----------------- ----------------------
Robert B. Mahoney
Executive Vice President,
Treasurer and
Chief Financial Officer
Date November 8, 2002 /s/ LOUIS A. HECHT
----------------- --------------------
Louis A. Hecht
Corporate Secretary and
General Counsel
- 15 -
CERTIFICATIONS
I, J. Joseph King, Vice Chairman and Chief Executive Officer of Molex
Incorporated, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Molex Incorporated;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 8, 2002 /s/ J. JOSEPH KING
----------------------
J. Joseph King
Vice Chairman and Chief
Executive Officer
I, Robert B. Mahoney, Executive Vice President, Treasurer and Chief Financial
Officer of Molex Incorporated, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Molex Incorporated;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 8, 2002 /s/ ROBERT B. MAHONEY
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Robert B. Mahoney
Executive Vice President,
Treasurer and Chief
Financial Officer