8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

AUGUST 3, 2010
Date of Report (Date of earliest event reported)

MOLEX INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	0-7491	36-2369491
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2222 Wellington Court, Lisle, Illinois 60532
(Address and zip code of principal executive offices)
(630) 969-4550
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     On August 3, 2010, Molex Incorporated issued a press release announcing its results of operations for the fourth quarter ended June 30, 2010. A web cast to discuss earnings and current market conditions will be held on August 3, 2010. A copy of the press release is being furnished as Exhibit 99.1, and a copy of the slides to be presented at the web cast is being furnished as Exhibit 99.2 hereto and incorporated herein by reference.

     The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

     (a) As more fully set forth below, management of Molex Incorporated, the Audit Committee of the Board of Directors and Molex’s independent accountants met on August 2, 2010 to consider the accounting for the unauthorized activities in Japan and errors in tax related accounts in prior periods. After due consideration, management and the Audit Committee concluded that the 2009 and 2008 consolidated financial statements and the 2010 quarterly reports should be restated. Accordingly, the financial statements filed by us relating to those periods should not be relied upon. We will file 2010 consolidated financial statements on Form 10-K subsequent to this report on August 3, 2010 containing the restated periods to supersede those earlier filings.

     As we previously reported, in April 2010, we launched an investigation into unauthorized activities in Japan. We learned that an individual working in Molex Japan’s finance group obtained unauthorized loans from third party lenders, that included in at least one instance the attempted unauthorized pledge of Molex Japan facilities as security, in Molex Japan’s name that were used to cover losses resulting from unauthorized trading, including margin trading, in Molex Japan’s name. We also learned that the individual misappropriated funds from Molex Japan’s accounts to cover losses from unauthorized trading. The individual admitted to forging documentation in arranging and concealing the transactions. We retained outside legal counsel, and they retained forensic accountants, to investigate the matter. The investigation is now substantially complete. Based on our consultation with legal counsel in Japan and the information learned from the substantially completed investigation, we intend to vigorously contest the enforceability of the outstanding unauthorized loans and any attempt by the lender to obtain payment.

     At the end of the third quarter of fiscal 2010, we reported the outstanding unauthorized loans as a contingent liability of $162.2 million. Based on the results of the substantially completed investigation, we recorded for accounting purposes, during the fourth quarter of fiscal 2010, an accrued liability for the effect of unauthorized activities pending the resolution of these matters. In particular, we recorded cumulative net losses of $201.9 million, ($128.7 million after-tax) due to these unauthorized activities, which were comprised of (1) the asserted unauthorized loans outstanding as of June 30, 2010 of ¥15.0 billion ($169.7 million), (2) the payment of ¥1.0 billion ($10.8 million) of unauthorized loans on April 5, 2010, (3) misappropriated funds of ¥1.9 billion ($20.5 million), and (4) cumulative investigative costs through June 30, 2010 of $4.8 million, offset by (5) an unauthorized investment account with a balance of ¥0.4 billion ($3.9 million) as of June 30, 2010. We believe these unauthorized activities and related losses occurred from at least as early as 1988 through 2010, with approximately ¥15.4 billion ($167.4 million) occurring prior to June 30, 2007. The accrued liability for these potential net losses was ¥14.7 billion ($165.8 million) as of June 30, 2010.

     To the extent we prevail in not having to pay all or any portion of the outstanding unauthorized loans, we would recognize a gain in that amount.

     During the fourth quarter of fiscal 2010, we made the following adjustments to the historical consolidated financial statements.

§	We recorded a liability for potential losses related to the unauthorized activities in Japan. We are restating prior period financial statements to record liabilities in the periods in which the unauthorized transactions occurred.
§	During the fourth quarter of fiscal 2010, we completed a study to determine if historical tax transactions and balances had been recognized appropriately in accordance with ASC 740. We identified errors in tax-related accounts in prior periods.

     Based on our analysis of these adjustments, we concluded that while the adjustments were not material to the operating results of fiscal years 2008 or 2009, there was an overstatement of stockholders’ equity in the amount of $101.3 million, which represented 4.9% of total stockholders’ equity as of June 30, 2009. Accordingly, we are restating the fiscal 2009 and 2008 consolidated financial statements and restating fiscal 2010 quarterly results. The restated financial statements did not impact segment reporting.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit 99.1	Press release of Molex Incorporated dated August 3, 2010
Exhibit 99.2	Slides of Molex Incorporated dated August 3, 2010

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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 hereunto duly authorized.

Date: August 3, 2010	MOLEX INCORPORATED
	By:	/s/ Mark R. Pacioni
		Mark R. Pacioni
		Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press release of Molex Incorporated dated August 3, 2010
Exhibit 99.2	Slides of Molex Incorporated dated August 3, 2010

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EX-99.1

Exhibit 99.1

Contact: Steve Martens
Vice President of Investor Relations
(630) 527-4344

MOLEX REPORTS FOURTH QUARTER AND FULL FISCAL YEAR RESULTS
ORDERS INCREASE 58% TO RECORD LEVEL
REVENUE INCREASES 48%

Lisle, Ill., USA – August 3, 2010 — Molex Incorporated (NASDAQ: MOLX and MOLXA), a global electronic components company, today reported results for its fiscal 2010 fourth quarter and its full fiscal year 2010, both ended June 30, 2010.

	Three Months Ended
	Jun. 30,		Mar. 31,		Jun. 30,
USD millions, except per share data	2010		2010		2009
Net revenue	$	847.3	$	756.3	$	570.6
Net income (loss)		39.8		38.4		(220.5	)
Earnings (loss) per share		0.23		0.22		(1.27	)
Non-GAAP net income (loss)*		67.5		51.0		(15.6	)
Non-GAAP earnings (loss) per share*		0.39		0.29		(0.09	)

* A reconciliation of non-GAAP measures can be found on page 5

Revenue for the June 2010 quarter of $847.3 million exceeded the high end of the guidance provided on April 27, 2010 and increased 12% from the March 2010 quarter and 48% from the June 2009 quarter. The increase in local currency was 13% compared with the March 2010 quarter and 46% compared with the prior year. Orders for the quarter were $910.4 million, an increase of 9% from the March 2010 quarter and 58% from the prior year quarter.

Net income for the June 2010 quarter was $39.8 million or $0.23 per share, compared with net income of $38.4 million or $0.22 per share, for the March 2010 quarter. For the June 2010 quarter, net income included a pretax restructuring charge of $26.5 million ($24.7 million after-tax or $0.14 per share) and a pretax loss of $4.8 million ($3.0 million after-tax or $0.02 per share) related to unauthorized activities in Japan. The effective tax rate for the quarter was 35.0%.

On a non-GAAP basis, net income for the June 2010 quarter was $67.5 million or $0.39 per share, compared with net income of $51.0 million or $0.29 per share, in the March 2010 quarter. For the quarter, non-GAAP net income excluded charges for the restructuring program and losses related to unauthorized activities in Japan. The effective tax rate for the quarter on a non-GAAP basis was 27.0%.

“We achieved record bookings in the quarter and hit an all time high for revenue in the month of June,” commented Martin P. Slark, Molex’s Chief Executive Officer. “Business activity in all of our major markets is quite strong and we expect to see further growth going forward, although at a slower pace. We ended the fiscal year with strong momentum. As expected, our restructuring program is now complete and we are seeing the benefits of our reorganization and improved cost structure through both top line growth and increased earnings power.”

Other financial highlights for the quarter ended June 30, 2010:

• Gross profit margin decreased to 29.9%, compared with 31.2% in the March 2010 quarter due primarily to higher supply chain costs necessary to meet customer requirements.

• SG&A expense was $158.7 million, an increase of $2.3 million from the March 2010 quarter. The increase was primarily due to increased selling costs in support of the higher demand level and increases in research and development costs related to new product introductions.

• Capital expenditures were $79.5 million or 9.4% of revenue due to investments for new product introductions and general capacity increases to keep pace with customer demand.

• Depreciation and amortization expense was $58.0 million or 6.8% of revenue, down $1.4 million from the March 2010 quarter.

• Book-to-bill ratio was 1.07, the fifth consecutive quarter of positive ratios.

• Backlog was $473 million, an increase of $50.8 million or 12% from the March 2010 quarter.

• Cash flow from operations was $68.7 million, a 71% increase from the March 2010 quarter.

Full Year Results

Revenue for the full fiscal year ended June 30, 2010 was $3.0 billion, an increase of 16.5% compared with the prior fiscal year. The increase in local currency was 14%. Net income of $76.9 million or $0.44 per share included a pretax restructuring charge of $117.1 million ($92.8 million after-tax or approximately $0.53 per share), a tax adjustment related to stock compensation of $4.8 million or $0.03 per share and a pretax loss of $26.9 million ($17.1 million after-tax or $0.10 per share) related to unauthorized activities in Japan.

On a non-GAAP basis, net income for the full fiscal year ended June 30 2010 was $191.7 million or $1.10 per share, compared with net income of $55.6 million or $0.32 per share in the prior fiscal year, an increase of 244% for earnings per share. For these years, non-GAAP net income excluded charges for goodwill impairment, the restructuring program, the tax adjustment related to stock compensation and losses related to unauthorized activities in Japan. The effective tax rate for the fiscal year on a non-GAAP basis was 30.4%.

Unauthorized Activities in Japan

As previously disclosed, in April 2010 Molex launched an investigation into unauthorized activities in its Japanese subsidiary because it learned that an individual had obtained unauthorized loans and entered into unauthorized trading in Molex Japan’s name. Based on the results of the substantially completed investigation, we recorded for accounting purposes an accrued liability of $165.8 million as of June 30, 2010 for the outstanding unauthorized loans pending the resolution of these matters, as more fully described below. Based on our consultation with legal counsel in Japan and the information learned from the substantially completed investigation, we intend to vigorously contest the enforceability of the outstanding unauthorized loans and any attempt by the lender to obtain payment.

Restructuring Update

The Company completed the restructuring program during the June 2010 quarter. The total pretax cost of the program was $315 million which is $15 million higher than previously estimated due to additional non-cash asset impairments for redundant production capacity and further reductions in the carrying cost of real estate held for sale. The expected cost savings from the restructuring program is approximately $205 million on an annual basis. To date, we have realized annual savings of approximately $172 million with $33 million still to be realized in fiscal 2011.

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Outlook

The Company estimates revenue in a range of $850 to $880 million for the September 2010 quarter. At this level of revenue, the Company expects earnings per share in a range of $0.42 to $0.46, assuming an effective tax rate of 30%.

Earnings Conference Call Information

A conference call will be held on Tuesday, August 3, 2010 at 4:00 pm central time. Please dial (888) 680-0892 to participate in the call. International callers should dial (617) 213-4858. Please dial in at least five minutes prior to the start of the call and refer to participant pass code 87571928. Internet users will be able to access the web-cast, including slide materials, live and in replay in the “Investors” section of the Company’s website at www.molex.com. A 48-hour telephone replay will be available at approximately 6:00 pm central time at (888) 286-8010 or (617) 801-6888 / pass code 33670771.

Other Investor Events

September 9, 2010 — Molex Incorporated will host an Analysts Meeting to provide an update to investors on the Company’s growth strategies, financial performance and initiatives. The event will again be at our corporate offices – Molex Incorporated, 2222 Wellington Court, Lisle, Illinois 60532. The meeting will begin at 10:30am central and is scheduled to end at approximately 3:00pm central. If you would like to attend – please contact Christina Gutierrez at chris.gutierrez@molex.com

Forward-Looking Statements

Statements in this release that are not historical are forward-looking and are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “projects,” “estimates,” “potential,” and similar expressions are used to identify these forward-looking statements. Forward-looking statements are based on currently available information and include, among others, the discussion under “Outlook.” These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions including those associated with the operation of our business, including the risk that customer demand will decrease either temporarily or permanently, whether due to the Company’s actions or the demand for the Company’s products, and that the Company may not be able to respond through cost reductions in a timely and effective manner; the risk that the value of our inventory may decline; price cutting, new product introductions and other actions by our competitors; fluctuations in the costs of raw materials that the Company is not able to pass through to customers because of existing contracts or market factors; the availability of credit and general market liquidity; fluctuations in currency exchange rates; the financial condition of our customers; labor cost increases; the challenges attendant to plant closings and restructurings, the difficulty of commencing or increasing production at existing facilities, and the reactions of customers, governmental units, employees and other groups, the challenges attendant to plant construction; and the ability to realize cost savings from restructuring activities.

Other factors, risks and uncertainties are set forth in Item 1A “Risk Factors” of the Company’s Form 10-K for the year ended June 30, 2009, and the Form 10-Q for the quarters ended September 30, 2009, December 31, 2009 and March 30, 2010 which are incorporated by reference and in other reports that Molex files or furnishes with the Securities and Exchange Commission. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements. As a result, this release speaks only as of its date and Molex disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise.

Molex Incorporated is a 72-year-old global manufacturer of electronic, electrical and fiber optic interconnection systems. Based in Lisle, Illinois, USA, the Company operates 39 manufacturing locations in 16 countries. The Molex website is www.molex.com.

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# # #

Editor’s note: Molex is traded on the NASDAQ Global Select Market (MOLX and MOLXA) in the United States and on the London Stock Exchange. The Company’s voting common stock (MOLX) is included in the S&P 500 Index.

4

Molex Incorporated
Non-GAAP Measures
(in thousands, except per share data)

	Jun. 30,		Mar. 31,		Jun. 30,
	2010		2010		2009
			(as restated)*		(as restated)*
Three months ended:
Net income (loss)	$	39,780	$	38,447	$	(220,489	)
Restructuring costs and asset impairments		24,694		7,440		32,224
Loss on unauthorized activities in Japan		3,040		5,120		1,712
Goodwill impairments		—		—		171,000
Non-GAAP net income (loss)	$	67,514	$	51,007	$	(15,553	)
Earnings (loss) per share	$	0.23	$	0.22	$	(1.27	)
Restructuring costs and asset impairments		0.14		0.04		0.19
Loss on unauthorized activities in Japan		0.02		0.03		—
Goodwill impairments		—		—		0.99
Non-GAAP earnings (loss) per share	$	0.39	$	0.29	$	(0.09	)

	Jun. 30,		Jun. 30,
	2010		2009
			(as restated)*
Fiscal years ended:
Net income (loss)	$	76,930	$	(322,036	)
Restructuring costs and asset impairments		92,835		111,798
Loss on unauthorized activities in Japan		17,148		1,712
Tax adjustment — stock compensation		4,795		—
Goodwill impairments		—		264,140
Non-GAAP net income (loss)	$	191,708	$	55,614
Earnings (loss) per share	$	0.44	$	(1.84	)
Restructuring costs and asset impairments		0.53		0.64
Loss on unauthorized activities in Japan		0.10		0.01
Tax adjustment — stock compensation		0.03		—
Goodwill impairments		—		1.51
Non-GAAP earnings (loss) per share	$	1.10	$	0.32

* See Notes A and B

Non-GAAP net income (loss) and non-GAAP earnings (loss) per share are non-GAAP financial measures. We refer to non-GAAP net income (loss) and non-GAAP earnings (loss) per share to describe earnings and earnings per share excluding the items referenced above. We believe that non-GAAP net income (loss) and non-GAAP earnings (loss) per share provide useful information to investors because both provide information about the estimated financial performance of Molex’s ongoing business. Non-GAAP net income (loss) and non-GAAP earnings (loss) per share are used by management in its financial and operational decision-making and evaluation of overall operating performance and segment level core operating performance. Non-GAAP net income (loss) and non-GAAP earnings (loss) per share may be different from similar measures used by other companies.

5

Molex Incorporated
Condensed Consolidated Balance Sheets
(in thousands)

	June 30,		June 30,
	2010		2009
			(as restated)*
ASSETS
Current assets:
Cash and cash equivalents	$	376,352	$	424,707
Marketable securities		18,508		43,234
Accounts receivable, less allowances of $43,650 and $32,593 respectively		734,932		528,907
Inventories		469,369		354,337
Deferred income taxes		112,531		87,424
Other current assets		64,129		68,449
Total current assets		1,775,821		1,507,058
Property, plant and equipment, net		1,055,144		1,080,417
Goodwill		131,910		128,494
Non-current deferred income taxes		94,191		99,276
Other assets		179,512		196,341
Total assets	$	3,236,578	$	3,011,586
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and short-term borrowings	$	110,070	$	224,340
Accounts payable		395,474		266,633
Accrued expenses:
Salaries, commissions and bonuses		96,403		55,109
Restructuring		26,898		69,928
Accrual for unauthorized activities in Japan		165,815		174,804
Other		96,531		93,392
Income taxes payable		21,505		687
Total current liabilities		912,696		884,893
Other non-current liabilities		19,869		21,862
Accrued pension and postretirement benefits		135,448		113,268
Long-term debt		183,434		30,311
Total liabilities		1,251,447		1,050,334
Commitments and contingencies
Total stockholders’ equity		1,985,131		1,961,252
Total liabilities and stockholders’ equity	$	3,236,578	$	3,011,586

* See Notes A and B

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Molex Incorporated
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(quarterly information unaudited)

	Three Months Ended						Years Ended
	June 30,						June 30,
	2010			2009			2010			2009
				(as restated)*						(as restated)*
Net revenue	$	847,304		$	570,589		$	3,007,207		$	2,581,841
Cost of sales		594,366			433,352			2,114,584			1,925,664
Gross profit		252,938			137,237			892,623			656,177
Selling, general and administrative		158,676			136,668			610,784			586,702
Restructuring costs and asset impairments		26,543			45,627			117,139			151,531
Net loss on unauthorized activities in Japan		4,768			2,685			26,898			2,685
Goodwill impairment		—			171,000			—			264,140
Total operating expenses		189,987			355,980			754,821			1,005,058
Income (loss) from operations		62,951			(218,743	)		137,802			(348,881	)
Interest (expense) income, net		(832	)		(326	)		(5,416	)		1,961
Other (expense) income		(959	)		1,095			(897	)		25,347
Total other (expense) income		(1,791	)		769			(6,313	)		27,308
Income (loss) before income taxes		61,160			(217,974	)		131,489			(321,573	)
Income taxes		21,380			2,515			54,559			463
Net income (loss)	$	39,780		$	(220,489	)	$	76,930		$	(322,036	)
Earnings (loss) per share:
Basic	$	0.23		$	(1.27	)	$	0.44		$	(1.84	)
Diluted	$	0.23		$	(1.27	)	$	0.44		$	(1.84	)
Dividends declared per share	$	0.1525		$	0.1525		$	0.6100		$	0.6100
Average common shares outstanding:
Basic		174,123			173,290			173,803			174,598
Diluted		175,098			173,290			174,660			174,598

* See Notes A and B

7

Molex Incorporated
Condensed Consolidated Statements of Cash Flows
(in thousands)

	Years Ended
	June 30,
	2010			2009
				(as restated)*
Operating activities:
Net income (loss)	$	76,930		$	(322,036	)
Add (deduct) non-cash items included in net income (loss):
Depreciation and amortization		238,666			251,902
Goodwill impairment		—			264,140
Asset write-downs included in restructuring costs		37,296			41,376
Loss (gain) on investments		558			(143	)
Deferred income taxes		(16,965	)		(28,233	)
Loss on sale of property, plant and equipment		4,092			2,478
Share-based compensation		27,034			26,508
Other non-cash items		20,577			(8,124	)
Changes in assets and liabilities:
Accounts receivable		(208,051	)		201,080
Inventories		(117,701	)		95,529
Accounts payable		115,869			(84,502	)
Other current assets and liabilities		14,559			(22,591	)
Other assets and liabilities		57,715			(47,486	)
Cash provided from operating activities		250,579			369,898
Investing activities:
Capital expenditures		(229,477	)		(177,943	)
Proceeds from sales of property, plant and equipment		3,014			9,574
Proceeds from sales or maturities of marketable securities		44,373			29,549
Purchases of marketable securities		(18,890	)		(42,751	)
Acquisitions		(10,097	)		(74,789	)
Other investing activities		(5,794	)		3,274
Cash used for investing activities		(216,871	)		(253,086	)
Financing activities:
Proceeds from revolving credit facility and short term loans		154,000			245,000
Payments on revolving credit facility		(79,000	)		(295,000	)
Proceeds from issuance of long-term debt		32,647			78,060
Payments of long-term debt		(87,787	)		(1,827	)
Cash dividends paid		(105,984	)		(99,640	)
Exercise of stock options		4,008			1,692
Excess tax benefits from share-based compensation		—			1,693
Purchase of treasury stock		—			(76,342	)
Other financing activities		(1,120	)		(9,218	)
Cash used for financing activities		(83,236	)		(155,582	)
Effect of exchange rate changes on cash		1,173			(12,030	)
Net (decrease) increase in cash and cash equivalents		(48,355	)		(50,800	)
Cash and cash equivalents, beginning of year		424,707			475,507
Cash and cash equivalents, end of year	$	376,352		$	424,707

* See Notes A and B

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Note A – Net Loss on Unauthorized Activities in Japan

As we previously reported, in April 2010, we launched an investigation into unauthorized activities in Japan. We learned that an individual working in Molex Japan’s finance group obtained unauthorized loans from third party lenders, that included in at least one instance the attempted unauthorized pledge of Molex Japan facilities as security, in Molex Japan’s name that were used to cover losses resulting from unauthorized trading, including margin trading, in Molex Japan’s name. We also learned that the individual misappropriated funds from Molex Japan’s accounts to cover losses from unauthorized trading. The individual admitted to forging documentation in arranging and concealing the transactions. We retained outside legal counsel, and they retained forensic accountants, to investigate the matter. The investigation is now substantially complete. Based on our consultation with legal counsel in Japan and the information learned from the substantially completed investigation, we intend to vigorously contest the enforceability of the outstanding unauthorized loans and any attempt by the lender to obtain payment.

At the end of the third quarter of fiscal 2010, we reported the outstanding unauthorized loans as a contingent liability of $162.2 million. Based on the results of the substantially completed investigation, we recorded for accounting purposes an accrued liability for the effect of unauthorized activities pending the resolution of these matters. In particular, we recognized cumulative net losses of ($201.9 million, or $128.7 million after-tax) due to these unauthorized activities, which were comprised of (1) the asserted unauthorized loans outstanding as of June 30, 2010 of ¥15.0 billion ($169.7 million), (2) the payment of ¥1.0 billion ($10.8 million) of unauthorized loans on April 5, 2010, (3) misappropriated funds of ¥1.9 billion ($20.5 million), and (4) cumulative investigative costs through June 30, 2010 of $4.8 million, offset by (5) an unauthorized investment account with a balance of ¥0.4 billion ($3.9 million) as of June 30, 2010. We believe these unauthorized activities and related losses occurred from at least as early as 1988 through 2010, with approximately ¥15.4 billion ($167.4 million) occurring prior to June 30, 2007. The accrued liability for these potential net losses was ¥14.7 billion ($165.8 million) as of June 30, 2010. To the extent we prevail in not having to pay all or any portion of the outstanding unauthorized loans, we would recognize a gain in that amount.

Note B — Restatement of Prior Period Financial Statements

During the fourth quarter of fiscal 2010, we made the following adjustments to the historical consolidated financial statements.

§	As discussed in Note A, we recorded a liability for potential losses related to the unauthorized activities in Japan. We are restating prior period financial statements to record liabilities in the periods in which the unauthorized transactions occurred.
§	During the fourth quarter of fiscal 2010, we completed a study to determine if historical tax transactions and balances had been recognized appropriately in accordance with ASC 740. We identified errors in tax-related accounts in prior periods.

Based on our analysis of these adjustments, we concluded that while the adjustments were not material to the operating results of fiscal year 2009, there was an overstatement of stockholders’ equity in the amount of $101.3 million, which represented 4.9% of total stockholders’ equity as of June 30, 2009. Accordingly, we restated the fiscal 2009 consolidated financial statements and quarterly financial statements included in this release.

9

The effect of the restatement on the consolidated statement of operations for the year ended June 30, 2009 follows (in thousands):

				Adjustments
	As Reported			Japan			Tax			As Restated
Year Ended June 30, 2009:
Net loss on unauthorized activities in Japan	$	—		$	2,685		$	—		$	2,685
Income (loss) from operations		(346,196	)		(2,685	)		—			(348,881	)
Income (loss) before income taxes		(318,888	)		(2,685	)		—			(321,573	)
Income taxes		2,399			(973	)		(963	)		463
Net income (loss)		(321,287	)		(1,712	)		963			(322,036	)
Earnings (loss) per share:
Basic		(1.84	)		0.01			(0.01	)		(1.84	)
Diluted		(1.84	)		0.01			(0.01	)		(1.84	)

The effect of the restatement on the consolidated balance sheet as of June 30, 2009 follows (in thousands):

			Adjustments
	As Reported		Japan			Tax			As Restated
Deferred income taxes	$	27,939	$	63,366		$	(3,881	)	$	87,424
Total current assets		1,447,573		63,366			(3,881	)		1,507,058
Non-current deferred income taxes		89,332		—			9,944			99,276
Total assets		2,942,157		63,366			6,063			3,011,586
Income taxes payable		4,750		—			(4,063	)		687
Accrual for unauthorized activities in Japan		—		174,804			—			174,804
Total current liabilities		714,152		174,804			(4,063	)		884,893
Total liabilities		879,593		174,804			(4,063	)		1,050,334
Retained earnings		2,355,991		(111,438	)		17,041			2,261,594
Accumulated other comprehensive income		183,298		—			(6,915	)		176,383
Total stockholders’ equity		2,062,564		(111,438	)		10,126			1,961,252
Total liabilities and stockholders’ equity		2,942,157		63,366			6,063			3,011,586

The effect of the restatement on the consolidated statement of cash flows for the year ended June 30, 2009 follows (in thousands):

				Adjustments
	As Reported			Japan			Tax			As Restated
Net income (loss)	$	(321,287	)	$	(1,712	)	$	963		$	(322,036	)
Deferred income taxes		(26,606	)		(973	)		(654	)		(28,233	)
Other current assets and liabilities		(24,967	)		2,685			(309	)		(22,591	)
Cash provided from operating activities		369,898			—			—			369,898

10

The effect of the restatement on the quarterly consolidated statements of operations for the quarters ended March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009 follows (in thousands):

			Adjustments
	As Reported		Japan			Tax		As Restated
Quarter Ended March 31, 2010:
Net loss on unauthorized activities in Japan	$	30,967	$	(22,935	)	$	—	$	8,032
Income (loss) from operations		39,321		22,935			—		62,256
Income (loss) before income taxes		34,302		22,935			—		57,237
Income taxes		10,476		8,314			—		18,790
Net income (loss)		23,826		14,621			—		38,447
Earnings (loss) per share:
Basic		0.14		0.08			—		0.22
Diluted		0.14		0.08			—		0.22

			Adjustments
	As Reported		Japan			Tax		As Restated
Quarter Ended December 31, 2009:
Net loss on unauthorized activities in Japan	$	—	$	8,544		$	—	$	8,544
Income (loss) from operations		36,796		(8,544	)		—		28,252
Income (loss) before income taxes		34,809		(8,544	)		—		26,265
Income taxes		15,523		(3,097	)		—		12,426
Net income (loss)		19,286		(5,447	)		—		13,839
Earnings (loss) per share:
Basic		0.11		(0.03	)		—		0.08
Diluted		0.11		(0.03	)		—		0.08

				Adjustments
	As Reported			Japan			Tax		As Restated
Quarter Ended September 30, 2009:
Net loss on unauthorized activities in Japan	$	—		$	5,555		$	—	$	5,555
Income (loss) from operations		(10,103	)		(5,555	)		—		(15,658	)
Income (loss) before income taxes		(7,619	)		(5,555	)		—		(13,174	)
Income taxes		3,976			(2,014	)		—		1,962
Net income (loss)		(11,595	)		(3,541	)		—		(15,136	)
Earnings (loss) per share:
Basic		(0.07	)		(0.02	)		—		(0.09	)
Diluted		(0.07	)		(0.02	)		—		(0.09	)

				Adjustments
	As Reported			Japan			Tax			As Restated
Quarter Ended June 30, 2009:
Net loss on unauthorized activities in Japan	$	—		$	2,685		$	—		$	2,685
Income (loss) from operations		(216,058	)		(2,685	)		—			(218,743	)
Income (loss) before income taxes		(215,289	)		(2,685	)		—			(217,974	)
Income taxes		4,451			(973	)		(963	)		2,515
Net income (loss)		(219,740	)		214			(963	)		(220,489	)
Earnings (loss) per share:
Basic		(1.27	)		0.01			(0.01	)		(1.27	)
Diluted		(1.27	)		0.01			(0.01	)		(1.27	)

11

EX-99.2

Exhibit 99.2

FY10 Q4 Conference Call August 3, 2010

Forward-Looking Statement Page 1 Statements in this release that are not historical are forward-looking and are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Words such as "anticipates," "expects," "believes," "intends," "plans," "projects," "estimates," and similar expressions are used to identify these forward- looking statements. Forward-looking statements are based on currently available information and include, among others, the discussion under "Outlook." These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions including those associated with the operation of our business, including the risk that customer demand will decrease either temporarily or permanently, whether due to the Company's actions or the demand for the Company's products, and that the Company may not be able to respond through cost reductions in a timely and effective manner; the risk that the value of our inventory may decline; price cutting, new product introductions and other actions by our competitors; fluctuations in the costs of raw materials that the Company is not able to pass through to customers because of existing contracts or market factors; the availability of credit and general market liquidity; fluctuations in currency exchange rates; the financial condition of our customers; the challenges attendant to plant closings and restructurings, including the difficulty of predicting plant closing and relocation costs, the difficulty of commencing or increasing production at existing facilities, and the reactions of customers, governmental units, employees and other groups, the challenges attendant to plant construction; the ability to realize cost savings from restructuring activities; and losses resulting from unauthorized activities in Molex Japan. Other factors, risks and uncertainties are set forth in Item 1A "Risk Factors" of the Company's Form 10-K for the year ended June 30, 2009, and the Form 10-Q for the quarters ended September 30, 2009, December 31, 2009 and March 31, 2010 which are incorporated by reference and in other reports that Molex files or furnishes with the Securities and Exchange Commission. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements. As a result, this release speaks only as of its date and Molex disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise.

Non-GAAP Financial Measures In Molex Incorporated's ("Molex" or the "Company") conference call on August 3, 2010 regarding the Company's financial results for the fiscal quarter ended June 30, 2010 and the following slides, Molex may refer to non-GAAP financial measures to describe earnings for such periods excluding the items referenced in the relevant slides used during this conference call. This is in addition to disclosing the most directly comparable measure for such periods determined in accordance with generally accepted accounting principles, or GAAP. Molex believes that these non-GAAP financial measures provide useful information to investors because they provide information about the estimated financial performance of Molex's ongoing business and provide for greater transparency of supplemental information used by management in its financial and operational decision-making. These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Investors are encouraged to review the relevant slides reconciling the non-GAAP financial measures intended to be used in the conference call to the most comparable GAAP measure. Page 2

Order Trend (US$ in millions) Page 3 Record orders in June quarter ..95 ..84 ..94 1.01 1.07 1.07 1.11 1.07 B-T-B Ratio

Change in Orders by Industry - - June Quarter Page 4 Sequential YOY % of Total Automotive (1)% 43% 14% Data 12% 54% 22% Telecom 12% 60% 25% Consumer Elect. 11% 43% 20% Industrial 8% 96% 15% Medical / Military 2% 107% 4% TOTAL 9% 58% 100% Strong seasonal pattern

Orders by Channel and Geography - - June Quarter Sequential YOY % of Total OEM 5% 43% 53% Distribution 14% 89% 29% EMS 12% 68% 18% TOTAL 9% 58% 100% Page 5 Sequential YOY % of Total Americas 1% 62% 24% Europe 1% 48% 15% APN 8% 36% 21% APS 18% 74% 40% TOTAL 9% 58% 100% Strong performance in Asia

Revenue Trend (US$ in millions) Page 6 Strong recovery continues

Change in Revenue by Industry - - June Quarter Page 7 Sequential YOY % of Revenue Automotive 3% 46% 15% Data 15% 53% 22% Telecom 14% 46% 24% Consumer Elect. 13% 41% 20% Industrial 15% 53% 15% Medical / Military 10% 75% 4% TOTAL 12% 48% 100% Significant improvement in major markets

(US$ in millions, except per-share data) Page 8 Qtr Ended Jun 10 Qtr Ended Mar 10 Qtr Ended Jun 09 Net Revenue $847.3 $756.3 $570.6 Gross Margin 29.9% 31.2% 24.1% SG&A Restructuring and Impairments $158.7 $26.5 $156.4 $9.0 $136.7 $216.6 Loss on Unauthorized Activities in Japan $4.8 $8.0 $2.7 Other Income (Expense) $(1.8) $(5.0) $0.8 Effective Tax Rate 35.0% 32.8% (1.2)% Net Income (Loss) $39.8 $38.4 $(220.5) % of Sales 4.7% 5.1% (38.6)% E.P.S. $0.23 $0.22 $(1.27) Average Shares Outstanding 175,098 174,838 173,290 Financial Summary - GAAP

GAAP to Non-GAAP Reconciliation Page 9 June Quarter Pretax After-Tax EPS GAAP $ 61.2 $ 39.8 $ 0.23 Restructuring Charge $ 26.5 $ 24.7 $ 0.14 Loss on Unauthorized Activities in Japan $ 4.8 $ 3.0 $ 0.02 Non-GAAP $ 92.5 $ 67.5 $ 0.39 27.0% non-GAAP effective tax rate

Financial Summary - GAAP (US$ in millions, except per-share data) Full Year 2010 Full Year 2009 Net Revenue $3,007.2 $2,581.8 Gross Margin 29.7% 25.4% SG&A Restructuring and Impairments $610.8 $117.1 $586.7 $415.7 Loss on Unauthorized Activities in Japan $26.9 $2.7 Other Income (Expense) $(6.3) $27.3 Effective Tax Rate 41.5% (0.2)% Net Income (Loss) $76.9 $(322.0) % of Sales 2.6% (12.5)% E.P.S. $0.44 $(1.84) Average Shares Outstanding 174,660 174,598 Page 10

Full Year GAAP to Non-GAAP Fiscal years ended Jun 30 2010 Jun 30 2009 Earnings (loss) per share $0.44 $(1.84) Restructuring costs and asset impairments 0.53 0.64 Loss on unauthorized activities in Japan 0.10 0.01 Tax adjustment stock compensation 0.03 - Goodwill impairment - 1.51 Non-GAAP earnings per share $1.10 $0.32 Non-GAAP earnings (loss) per share is a non-GAAP financial measure. We refer to non-GAAP earnings (loss) per share to describe earnings (loss) per share excluding the items referenced above. We believe that non-GAAP earnings (loss) per share provides useful information to investors because it provides information about the estimated financial performance of Molex's ongoing business. Non-GAAP earnings (loss) per share is used by management in its financial and operational decision-making and evaluation of overall operating performance and segment level core operating performance. Non-GAAP earnings (loss) per share may be different from similar measures used by other companies. Page 11

Balance Sheet and Operating Metrics (US$ in millions) Page 12 Jun 30, 2010 Mar 31, 2010 Jun 30, 2009 Cash & Marketable Securities Total Debt* Net Cash $394.9 293.5 $101.4 $443.4 283.6 $159.8 $467.9 254.7 $213.2 Accounts Receivable Receivable Days Outstanding $734.9 75 days $657.3 73 days $528.9 74 days Inventory Inventory Days Outstanding $469.4 78 days $419.9 80 days $354.3 83 days Capital Expenditure Research & Development $79.5 $40.9 $56.7 $39.9 $50.3 $39.6 Cash Flow from Operations $68.7 $40.1 $58.3 *Total debt equals long-term debt plus current portion of long-term debt and short-term loans, less current portion of capital leases Healthy balance sheet

P&L Ratio Trend Percent of revenue *See GAAP to Non-GAAP reconciliation Q4 09 Q1 10 Q2 10 Q3 10 Q4 10 Target Gross Margin 24.1% 28.4% 29.1% 31.2% 29.9% 32% SG&A 24.0% 21.6% 20.6% 20.7% 18.7% 18% Adjusted Oper. Margin 0.1% 6.8% 8.6% 10.5% 11.1% 14% * Page 13 Progressing toward 14% target

Restructuring Plan Update Page 14 Total Cost $315M Total Savings $205M Restructuring program complete FY10 Summary Q4 FY10 Charge $26M $117M YOY Savings $13M $ 90M Seq. Savings $ 1M Total Cost $315M Total Savings $205M Further Sequential Savings FY11 Q1 $2M FY11 Q2 $3M

Return on Net Assets Trend* *Operating income excluding restructuring and special charges Fixed assets + Inventory + A/R - A/P Page 15 Trailing 12-months

Non-GAAP Earnings Per Share* *See GAAP to Non-GAAP reconciliation Page 16 Q1 10 Q4 09 Q2 10 Q3 10 Q4 10 Consistent EPS growth

Outlook Page 17 September Fiscal Quarter Revenue $850 to $880 Million EPS $0.42 to $0.46 Assumes 30% effective tax rate

Non-GAAP Measure Jun 30 2010 Mar 31 2010 Dec 31 2009 Sep 30 2009 Jun 30 2009 Income (loss) from operations $62,951 $62,256 $28,252 $(15,658) $(218,743) Restructuring costs and asset impairments 26,543 9,068 25,635 55,894 45,627 Loss on unauthorized activities in Japan 4,768 8,032 8,544 5,555 $2,685 Goodwill impairment - - - - 171,000 Non-GAAP income (loss) from operations $94,262 $79,356 $62,431 $45,791 $569 (US$ in thousands) Non-GAAP income (loss) from operations is a non-GAAP financial measure. We refer to non-GAAP income (loss) from operations to describe income (loss) from operations excluding the items referenced above. We believe that non-GAAP income (loss) from operations provides useful information to investors because it provides information about the estimated financial performance of Molex's ongoing business. Non-GAAP income (loss) from operations is used by management in its financial and operational decision-making and evaluation of overall operating performance and segment level core operating performance. Non-GAAP income (loss) from operations may be different from similar measures used by other companies.

Non-GAAP Measures Fiscal quarters ended Jun 30 2010 Mar 31 2010 Dec 31 2009 Sep 30 2009 Jun 30 2009 Earnings (loss) per share $0.23 $0.22 $0.08 $(0.09) $(1.27) Restructuring costs and asset impairments 0.14 0.04 0.13 0.22 0.19 Loss on unauthorized activities in Japan 0.02 0.03 0.03 0.02 - Tax adjustment stock compensation - - - 0.03 - Goodwill impairment - - - - 0.99 Non-GAAP earnings (loss) per share $0.39 $0.29 $0.24 $0.18 $(0.09) (US$ in thousands) Non-GAAP earnings (loss) per share is a non-GAAP financial measure. We refer to non-GAAP earnings (loss) per share to describe earnings (loss) per share excluding the items referenced above. We believe that non-GAAP earnings (loss) per share provides useful information to investors because it provides information about the estimated financial performance of Molex's ongoing business. Non-GAAP earnings (loss) per share is used by management in its financial and operational decision-making and evaluation of overall operating performance and segment level core operating performance. Non-GAAP earnings (loss) per share may be different from similar measures used by other companies.