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

October 18, 2007
Date of Report (Date of earliest event reported)
_________________

MOLEX INCORPORATED

(Exact name of registrant as specified in its charter)

_________________

Delaware
(State or other jurisdiction
of incorporation) 0-7491
(Commission
File Number) 36-2369491
(IRS Employer
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))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release
Slides

Item 2.02 Results of Operations and Financial Condition.

     On October 18, 2007, Molex Incorporated issued a press release announcing its results of operations for the first quarter ended September 30, 2007, and held a web cast and a conference call to discuss earnings and current market conditions. A copy of the press release is being furnished as Exhibit 99.1, and a copy of the slides presented at the web cast and discussed in the conference call 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 9.01 Financial Statements and Exhibits.

(c)	Exhibits
	Exhibit 99.1          Press release of Molex Incorporated dated October 18, 2007
	Exhibit 99.2          Slides of Molex Incorporated dated October 18, 2007

2

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: October 18, 2007	MOLEX INCORPORATED
	By:	/s/ Ana G. Rodriguez
		Ana G. Rodriguez
		Vice President, Co-General Counsel & Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press release of Molex Incorporated dated October 18, 2007
Exhibit 99.2	Slides of Molex Incorporated dated October 18, 2007

4

EX-99.1

Exhibit 99.1

Contact: Neil Lefort   
Senior Vice President
(630) 527-4344          

MOLEX REPORTS RESULTS FOR 2008 FIRST FISCAL QUARTER

Lisle, IL, USA — October 18, 2007 — Molex Incorporated (NASDAQ: MOLX and MOLXA), a global electronic components company, today reported results for its 2008 first fiscal quarter.

2008 First Fiscal Quarter Results

Revenue for the quarter ended September 30, 2007 was $792.6 million, a decrease of 4.5% over the same period last fiscal year. Revenue in local currencies declined 6.4% as currency translation increased revenue by $15.9 million, compared with last year’s September quarter. Revenue increased $0.8 million over the June 2007 quarter.

Net income for the September quarter was $53.3 million, or $0.29 per share. Included in the current quarter results was a pretax charge of $2.6 million or approximately $0.01 per share, relating to the previously announced restructuring program. Currency translation increased net income by $1.5 million when compared to the prior year quarter.

Martin P. Slark, CEO and Vice-Chairman commented on the quarter, “While revenue was down from last year, we were encouraged by the sequential booking and revenue improvement. When compared to the June quarter, revenue in the mobile phone market increased 9.7%, while revenue in the consumer and data markets increased by 7.7% and 5.7%, respectively. Total orders increased 4.6% sequentially, with the first positive book to bill ratio since the previous September quarter.”

Gross profit margin for the September quarter was 29.8%, compared with 30.0% in the June quarter, and 32.5% in the prior year September quarter. The reduction from last year was primarily due to the lower revenue resulting in a higher fixed manufacturing ratio, as well as higher price erosion and increased material costs for purchases of copper, plastics, and gold.

SG&A expense for the September quarter was 20.3% of revenue, compared with 20.4% in the June quarter, and 20.0% in the prior year quarter. The effective tax rate for the September quarter was 30.0%.

Orders and Backlog

Orders for the September quarter were $811.5 million, compared with $864.6 million in the prior year September quarter, and $775.8 million in the June quarter. The Company’s order backlog on September 30, 2007 was $353.3 million, compared with $425.5 million in the prior year September quarter, and $332.5 million in the June quarter.

Research and Development and Capital Spending

Research and development expenditures for the September quarter were $39.9 million, compared with $40.7 million in the prior year September quarter. Capital expenditures for the September quarter were $49.1 million, compared with $75.6 million in the prior year September quarter and $77.4 million in the June quarter. Depreciation expense was $58.6 million, compared with $56.4 million in the prior year September quarter and $59.9 million in the June quarter.

As mentioned in our press release on April 19, 2007, one major goal of the new product-focused organization structure is to improve return on capital by streamlining operations and leveraging existing global resources. As part of this initiative, the product divisions have identified reductions in capital expenditures. The Company now estimates that capital expenditures for the fiscal year ending June 30, 2008 will be in a range of $260 to $275 million compared with a previous estimate of $280 to $310 million.

Cash and Working Capital

During the September quarter total cash decreased by $13.6 million to $447.3 million. This includes $60.5 million used to repurchase stock. Accounts receivable and inventory days remained at approximately the same levels as in the June quarter.

Restructuring Update

On June 18, 2007, the Company announced a restructuring plan through the end of fiscal year 2009, which includes total estimated pretax charges of $100 to $125 million, and when fully completed estimated annualized pretax savings of $75 to $100 million. The plan includes headcount reductions, realignment of manufacturing capacity and certain plant closures, which should result in lower operating costs and improved return on invested capital. As previously reported, $36.9 million in restructuring charges were recorded in the June quarter and the Company estimates that fiscal 2008 restructuring charges will approximate $35.0 million, with the remainder to be recognized in fiscal 2009.

The restructuring actions to date include a reduction of 540 employees primarily in North America and Europe. To better align capacity, a manufacturing plant in Ireland and an engineering center in Germany are being closed. In addition, distribution centers in China and Japan were consolidated, while four manufacturing plants in China were combined into two larger facilities. Also, in connection with the integration of Woodhead, the closure of a facility in Wales was announced.

2

Stock Buyback

During the quarter, the Company repurchased 1,940,000 shares of Class A Common Stock (MOLXA) and 500,000 shares of Common Stock (MOLX) at a total cost of $60.5 million. The Board of Directors previously authorized the repurchase of up to $200.0 million of common stock through June 30, 2008, and approximately $139.5 million remains under this authorization.

Second Quarter Outlook

The Company expects that revenue for the second fiscal quarter ending December 31, 2007, will be in a range of $800 to $840 million, and earnings per share will be in a range of $0.29 to $0.33. These estimates include a restructuring charge of approximately $0.02 per share.

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. Forward-looking statements are based on currently available information and include, among others, the discussion under “Research and Development and Capital Spending”, “Restructuring Update” and “Second Quarter Outlook”. These risks and uncertainties include 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; 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 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; and the ability to realize cost savings from restructuring activities, as well as difficulty implementing the transition to a product-focused organization structure.

Other risks and uncertainties are set forth in Item 1A “Risk Factors” of its Form 10-K for the year ended June 30, 2007, which is incorporated by reference and in reports that Molex files or furnishes with the Securities and Exchange Commission. 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.

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Earnings Conference Call Information

A conference call will be held on Thursday, October 18, 2007 at 4:00 pm central. Please dial (888) 396-2356 to participate in the conference call. International callers please dial (617) 847-8709. Please dial in at least five minutes prior to the start of the call and refer to participant passcode 14169818. 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 at (888) 286-8010 or (617) 801-6888 / passcode 97044005.

Note: The Company’s SEC filings, as well as news releases and other supplementary financial data are available on the Company’s website at www.molex.com.

Molex Incorporated is a 68-year-old manufacturer of electronic components, including electrical and fiber optic interconnection products and systems, switches and integrated products, with 59 plants in 19 countries throughout the world.

# # #

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.

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Molex Incorporated
Condensed Consolidated Balance Sheets
(in thousands)

	Sept. 30,		June 30,
	2007		2007
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	395,381	$	378,361
Marketable securities		51,913		82,549
Accounts receivable, less allowances of $36,322 and $31,064, respectively		692,523		685,666
Inventories		396,093		392,680
Other current assets		57,479		51,571
Total current assets		1,593,389		1,590,827
Property, plant and equipment, net		1,135,333		1,121,369
Goodwill		365,286		334,791
Other assets		292,036		269,121
Total assets	$	3,386,044	$	3,316,108
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	277,197	$	279,847
Accrued expenses		202,759		187,890
Other current liabilities		87,150		63,214
Total current liabilities		567,106		530,951
Other non-current liabilities		24,993		25,612
Accrued pension and postretirement benefits		111,861		108,693
Long-term debt		135,581		127,821
Total liabilities		839,541		793,077
Commitments and contingencies		—		—
Total stockholders’ equity		2,546,503		2,523,031
Total liabilities and stockholders’ equity	$	3,386,044	$	3,316,108

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Molex Incorporated
Condensed Consolidated Statements of Income
(Unaudited)
(in thousands, except per share data)

	Three Months Ended
	September 30,
	2007		2006
Net revenue	$	792,610	$	829,545
Cost of sales		556,460		560,136
Gross profit		236,150		269,409
Selling, general and administrative		160,635		166,301
Restructuring costs and asset impairments		2,629		—
Total operating expenses		163,264		166,301
Income from operations		72,886		103,108
Equity income		698		1,817
Interest income, net		2,564		2,080
Total other income, net		3,262		3,897
Income before income taxes		76,148		107,005
Income taxes		22,844		30,504
Net income	$	53,304	$	76,501
Earnings per share:
Basic	$	0.29	$	0.42
Diluted	$	0.29	$	0.41
Dividends declared per share	$	0.1125	$	0.0750
Average common shares outstanding:
Basic		183,290		183,763
Diluted		184,276		185,992

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

	Three Months Ended
	September 30,
	2007			2006
Operating activities:
Net income	$	53,304		$	76,501
Add non-cash items included in net income:
Depreciation and amortization		60,973			58,122
Share-based compensation		7,591			7,639
Other non-cash items		1,494			3,351
Changes in assets and liabilities:
Accounts receivable		12,671			(28,279	)
Inventories		7,702			(32,722	)
Accounts payable		(11,698	)		(9,382	)
Other current assets and liabilities		16,510			(37,232	)
Other assets and liabilities		(3,446	)		(1,230	)
Cash provided from operating activities		145,101			36,768
Investing activities:
Capital expenditures		(49,144	)		(75,566	)
Proceeds from sales of property, plant and equipment		2,097			1,559
Proceeds from sales or maturities of marketable securities		650,140			3,060,202
Purchases of marketable securities		(619,473	)		(2,925,068	)
Acquisitions, net of cash acquired		(42,100	)		(236,626	)
Other investing activities		(1,135	)		2,476
Cash used for investing activities		(59,615	)		(173,023	)
Financing activities:
Proceeds from revolving credit facility		—			44,000
Proceeds from issuance of long-term debt		—			131,045
Payments of long-term debt		(1,231	)		(26,146	)
Cash dividends paid		(13,804	)		(13,774	)
Exercise of stock options		(230	)		7,362
Purchase of treasury stock		(60,546	)		(5,017	)
Other financing activities		(470	)		517
Cash (used for) provided by financing activities		(76,281	)		137,987
Effect of exchange rate changes on cash		7,815			(226	)
Net increase in cash and cash equivalents		17,020			1,506
Cash and cash equivalents, beginning of period		378,361			332,815
Cash and cash equivalents, end of period	$	395,381		$	334,321

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EX-99.2

Exhibit 99.2
 

FY08 Q1 Conference Call October 18, 2007

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. Forward-looking statements are based on currently available information and include, among others, the discussion under "Research and Development and Capital Spending", "Restructuring Update" and "Second Quarter Outlook". These risks and uncertainties include 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; 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 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; and the ability to realize cost savings from restructuring activities, as well as difficulty implementing the transition to a product-focused organization structure. Other risks and uncertainties are set forth in Item 1A "Risk Factors" of its Form 10-K for the year ended June 30, 2007, which is incorporated by reference and in reports that Molex files or furnishes with the Securities and Exchange Commission. 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 October 18, 2007 regarding the Company's financial results for the fiscal quarter ended September 30, 2007 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

Financial Summary - GAAP Sept. Quarter Net Revenue $792.6 Currency Translation $15.9 Local currency decrease (6.4%) Gross Margin 29.8% SG&A % 20.3% Equity Income $0.7 Interest Income $2.6 Pretax Return 9.6% Effective Tax Rate 30.0% Net Income $53.3 % of Sales 6.7% E.P.S. $0.29 Average Shares Outstanding 184,276 (US$ in millions, except per-share data) Page 3

GAAP to Non-GAAP Reconciliation Page 4 GAAP Earnings Per Share 76.2 53.3 0.29 Restructuring Charge 2.6 1.5 0.01 Non-GAAP Earnings Per Share 78.8 54.8 0.30 Pre Tax After Tax EPS

Non-GAAP EBITDA Reconciliations* Sept. 30, 2007 Net Income $ 53.3 Interest Income, Net $ (2.6) Income Taxes $ 22.8 Depreciation and Amortization Expense $ 61.0 EBITDA* $134.5 17.0% Restructuring Charge $ 2.6 Adjusted EBITDA* $137.1 17.3% Page 5 % of Revenue (US$ in millions) *"EBITDA" and "Adjusted EBITDA" are non-GAAP financial measures. EBITDA represents earnings before interest, taxes, depreciation and amortization, and Adjusted EBITDA represents EBITDA excluding restructuring expenses (see footnote 1 on page 5). Management believes that EBITDA and Adjusted EBITDA are useful measures, along with other measurements under GAAP, for evaluating the operating performance of the Company and is a conventionally used financial indicator. However, in no event should EBITDA or Adjusted EBITDA be considered as an alternative to net income or any other GAAP measure as an indicator of our performance. Nor should EBITDA or Adjusted EBITDA be considered as an alternative to cash flows provided by operating activities as an indicator of cash flows or a measure of liquidity.

Balance Sheet and Operating Metrics Sept. 30, 2007 Cash & Marketable Securities $447.3 $460.9 Accounts Receivable $692.5 $685.7 Receivable Days Outstanding 74 days 73 days Inventory $396.1 $392.7 Inventory Days Outstanding 72 days 73 days Long-Term Debt $135.6 $127.8 Capital Expenditures $49.1 $77.4 Research & Development $39.9 $37.4 Page 6 (US$ in millions) June 30, 2007

Gross Margin Trend Page 7 Q1 07 Q2 07 Q3 07 Q4 07 Q1 08 0.325 0.309 0.311 0.3 0.298

SG&A Expense Trends Page 8 Q1 07 Q2 07 Q3 07 Q4 07 Q1 08 0.2 0.2 0.201 0.204 0.203 (% of revenue)

Return on Invested Capital Page 9 Net Income Total Assets - Current Liabilities Q1 07 Q2 07 Q3 07 Q4 07 Q1 08 0.112 0.111 0.109 0.09 0.08

Restructuring Cost & Savings $ million Page 10

Revenue Trend Page 11 Q1 07 Q2 07 Q3 07 Q4 07 Q1 08 830 838 807 792 793 (US$ in millions)

Growth by Industry - Sept. Quarter Automotive Data Telecom Consumer Industrial Other 0.184 0.22 0.241 0.186 0.136 0.033 Sequential YOY Automotive -4.8% 9.9% Data 5.7% -7.9% Telecom 3.5% -15.7% Consumer 7.7% -6.5% Industrial -10.3% 3.2% Other 9.7% 21.3% .1% -4.5% Sept. 07 Split by Industry Page 12

Mobile Monthly Revenue - Top Three Customers 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 Motorola 36954881 36347077 40944501 35139034 41989598 29847459 31417710 24587194 27526594 25197751 25570978 21499818 23575964 26643624 28620000 Nokia SEMC Budget 25350000 25294 26992 31004 31878 28518 31333 28753 31412 32968 32476 32615 FY07 FY08 3rd consecutive monthly increase September increase 7% over August Q1 revenue up 9.7% over previous quarter Page 13

Booking Trend Page 14 Q1 07 Q2 07 Q3 07 Q4 07 Q1 08 865 778 783 776 811.5 (US$ in millions)

Growth in Bookings by Industry - September Quarter Sequential YOY Automotive -3.1 15.2 Data 14.5 -6.7 Telecom 9.7 -20.6 Consumer 15.4 -3.7 Industrial -6.7 -4.1 TOTAL 4.6 -6.1 Page 15

Page 16 Outlook Revenue $800 to $840 million GAAP Earnings Per Share $0.29 to $0.33 restructuring charge $0.02 December Fiscal Quarter