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

                      January 23, 2008                         
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 of incorporation)	(Commission File Number)	(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))

Item 2.02 Results of Operations and Financial Condition.

     On January 23, 2008, Molex Incorporated issued a press release announcing its results of operations for the second quarter ended December 31, 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 January 23, 2008

          Exhibit 99.2           Slides of Molex Incorporated dated January 23, 2008

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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: January 23, 2008		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 January 23, 2008
Exhibit 99.2	Slides of Molex Incorporated dated January 23, 2008

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EX-99.1

EXHIBIT 99.1

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

MOLEX REPORTS RESULTS FOR 2008 SECOND FISCAL QUARTER

Lisle, IL, USA – January 23, 2008 — Molex Incorporated (NASDAQ: MOLX and MOLXA), a global electronic components company, today reported results for its 2008 second fiscal quarter.

2008 Second Fiscal Quarter Results

Revenue for the quarter ended December 31, 2007 was $841.6 million, an increase of 0.5% over the same period last fiscal year and 6.2% over the September 2007 quarter. Revenue in local currencies declined 4.0% as currency translation increased revenue by $37.5 million compared with last year’s December quarter.

When compared with the September quarter, revenue in the telecom communications market increased 12.4%, primarily due to a 14.3% increase in revenue for mobile phones. Revenue in the data and consumer markets increased 6.2% and 4.6%, respectively. Revenue in the automotive market increased 3.8%, primarily due to gains in Japan and Europe. Revenue in the industrial market declined 2.3%.

Net income for the December quarter was $59.2 million, or $0.33 per share. Included in the current quarter results was a pretax charge of $7.3 million, or approximately $0.02 per share, relating to the previously announced restructuring program. Earnings per share were $0.36 in the prior year December quarter and $0.29 in the September 2007 quarter.

Gross profit margin for the December quarter was 30.1%, compared with 29.8% in the September quarter and 30.9% in the prior year December quarter. The reduction from last year was due primarily to price erosion and the higher material purchase costs for gold. The average market price of gold for the quarter increased 28% when compared with the prior year quarter. The Company continues to benefit from a gold hedge covering close to one-half of fiscal 2008 usage.

SG&A expense for the December quarter was 19.7% of revenue, compared with 20.3% in the September quarter, and 20.0% in the prior year quarter. The effective tax rate for the December quarter was 30.0%.

Orders for the December quarter were $858.9 million, increasing 10.3% compared with the prior year quarter and 5.8% sequentially. Order growth in telecom was excellent, again due to the improving mobile phone market. The Company’s order backlog on December 31, 2007 was $374.7 million, compared with $375.9 million in the prior year December quarter, and $353.3 million in the September quarter.

Martin P. Slark, CEO and Vice-Chairman commented on the quarter, “Revenue reached a record level and earnings per share was at the high end of our outlook. We were also encouraged that sequential trends remained positive with a 1.02 book to bill ratio for the quarter. Gross profit margin improved when compared with the September quarter, and our cost reduction program is on track. We have now completed two quarters under the new product division organization and the results to date are encouraging. The product divisions have already demonstrated the potential under this structure to reduce capital spending and control headcount and other resources. In addition, the global sales and marketing organization has successfully transitioned without any adverse impact to customers or our traditional order patterns. As the product divisions work to execute their new global strategies, we expect the benefits of the new organization to increasingly contribute to our financial results.”

Research and Development and Capital Spending

Research and development expenditures for the December quarter were $43.1 million, compared with $40.4 million in the prior year December quarter. Capital expenditures for the December quarter were $53.3 million, compared with $80.2 million in the prior year December quarter and $49.1 million in the September quarter. Capital expenditures for the first two quarters of fiscal 2008 were $102.4 million, or 6.3% of revenue, compared to $155.8 million, or 9.3% of revenue in the prior year period. This reduction is consistent with the Company’s goal of increasing asset efficiency by lowering the incremental investment required to drive future growth.

Depreciation expense was $60.3 million, compared with $58.3 million in the prior year December quarter and $58.6 million in the September quarter.

Cash and Working Capital

During the December quarter, total cash declined by $4.7 million to $442.6 million. This includes $51.2 million used to repurchase stock. Total accounts receivable and inventory days remained at approximately the same levels as in the September quarter.

Six-Month Results

Revenue for the six-months ended December 31, 2007 was $1.63 billion, a decrease of 2.0% compared with the prior fiscal year. During this period currency translation increased revenue by $53.3 million. Net income of $112.5 million, or $0.61 per share, declined 21.2% compared with last year’s net income of $142.7 million, or $0.77 per share. Included in the current fiscal results was a pretax charge of $9.9 million, or approximately $0.04 per share, relating to the restructuring program.

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Stock Buyback

During the quarter, the Company repurchased 1,500,000 shares of Class A Common Stock (MOLXA) and 400,000 shares of Common Stock (MOLX) at a total cost of $51.2 million. The Board of Directors previously authorized the repurchase of up to $200.0 million of common stock through June 30, 2008, and approximately $88.2 million remains under this authorization.

Third Quarter Outlook

The Company entered the third quarter with a very strong balance sheet, and its cost reduction initiatives proceeding as planned. Business levels improved during the second quarter, especially outside the United States. We are benefiting from our considerable global presence both in demand and stronger currency translation. While forecasting the short-term environment is difficult given the global economic uncertainty, we believe that aggregate inventory within the supply chain is at reasonable levels. While the Company has not seen a reduction in demand, lead-times and visibility remain short term. The Company believes that its cost reduction initiatives, as well as the progress shown in lowering capital investment, are prudent steps, especially during times of economic uncertainty.

The Company expects that revenue for the third fiscal quarter ending March 31, 2008, will be in a range of $820 to $860 million, and earnings per share will be in a range of $0.31 to $0.35. 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,” and “Third 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.

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Other risks and uncertainties are set forth in Item 1A “Risk Factors” of the Company’s 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.

Earnings Conference Call Information

A conference call will be held on Wednesday, January 23, 2008 at 4:00 pm central. Please dial (888) 679-8038 to participate in the conference call. International callers please dial (617) 213-4850. Please dial in at least five minutes prior to the start of the call and refer to participant passcode 86885864. 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 66979203.

Other Investor Events

February 7, 2008 – Thomas Weisel Partners Technology, Telecom & Internet Conference 2008 in San Francisco, CA

March 4, 2008 – Morgan Stanley Technology Conference in Dana Point, CA

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)

	Dec. 31,		June 30,
	2007		2007
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	399,038	$	378,361
Marketable securities		43,545		82,549
Accounts receivable, less allowances of $37,130 and $31,064, respectively		725,091		685,666
Inventories		411,291		392,680
Other current assets		57,994		51,571
Total current assets		1,636,959		1,590,827
Property, plant and equipment, net		1,138,919		1,121,369
Goodwill		369,381		334,791
Other assets		295,354		269,121
Total assets	$	3,440,613	$	3,316,108
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	289,898	$	279,847
Accrued expenses		201,365		187,890
Other current liabilities		82,881		63,214
Total current liabilities		574,144		530,951
Other non-current liabilities		25,361		25,612
Accrued pension and postretirement benefits		111,668		108,693
Long-term debt		137,493		127,821
Total liabilities		848,666		793,077
Commitments and contingencies
Total stockholders’ equity		2,591,947		2,523,031
Total liabilities and stockholders’ equity	$	3,440,613	$	3,316,108

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

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2007		2006		2007		2006
Net revenue	$	841,560	$	837,467	$	1,634,170	$	1,667,012
Cost of sales		588,445		578,958		1,144,905		1,139,094
Gross profit		253,115		258,509		489,265		527,918
Selling, general and administrative		165,699		167,691		326,334		333,992
Restructuring costs and asset impairments		7,258		—		9,887		—
Total operating expenses		172,957		167,691		336,221		333,992
Income from operations		80,158		90,818		153,044		193,926
Investment income		2,081		1,792		2,779		3,609
Interest income, net		2,356		2,009		4,920		4,089
Total other income, net		4,437		3,801		7,699		7,698
Income before income taxes		84,595		94,619		160,743		201,624
Income taxes		25,379		28,392		48,223		58,896
Net income	$	59,216	$	66,227	$	112,520	$	142,728
Earnings per share:
Basic	$	0.33	$	0.36	$	0.62	$	0.78
Diluted	$	0.33	$	0.36	$	0.61	$	0.77
Dividends declared per share	$	0.1125	$	0.0750	$	0.2250	$	0.1500
Average common shares outstanding:
Basic		181,034		184,058		182,211		183,895
Diluted		182,174		185,969		183,273		185,972

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

	Six Months Ended
	December 31,
	2007			2006
Operating activities:
Net income	$	112,520		$	142,728
Add non-cash items included in net income:
Depreciation and amortization		121,357			117,696
Share-based compensation		12,427			13,744
Other non-cash items		1,654			4,346
Changes in assets and liabilities:
Accounts receivable		(6,155	)		5,445
Inventories		437			(41,174	)
Accounts payable		(5,548	)		(30,620	)
Other current assets and liabilities		7,403			(44,070	)
Other assets and liabilities		6,191			(2,754	)
Cash provided from operating activities		250,286			165,341
Investing activities:
Capital expenditures		(102,417	)		(155,806	)
Proceeds from sales of property, plant and equipment		6,787			2,097
Proceeds from sales or maturities of marketable securities		253,694			3,818,536
Purchases of marketable securities		(213,023	)		(3,709,724	)
Acquisitions		(42,470	)		(237,114	)
Other investing activities		(6,433	)		3,993
Cash used for investing activities		(103,862	)		(278,018	)
Financing activities:
Proceeds from revolving credit facility		—			44,000
Payments on revolving credit facility		—			(44,000	)
Proceeds from issuance of long-term debt		—			131,045
Payments of long-term debt		(1,467	)		(26,337	)
Cash dividends paid		(34,259	)		(27,579	)
Exercise of stock options		7,513			8,107
Purchase of treasury stock		(111,779	)		(12,539	)
Other financing activities		(497	)		452
Cash (used for) provided by financing activities		(140,489	)		73,149
Effect of exchange rate changes on cash		14,742			6,126
Net increase in cash and cash equivalents		20,677			(33,402	)
Cash and cash equivalents, beginning of period		378,361			332,815
Cash and cash equivalents, end of period	$	399,038		$	299,413

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EX-99.2

Exhibit 99.2

FY08 Q2 Conference Call January 23, 2008

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," and "Third 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 the Company's 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 January 23, 2008 regarding the Company's financial results for the fiscal quarter ended December 31, 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 (US$ in millions, except per-share data) Page 3 Dec. Quarter Net Revenue Currency Translation Local Currency Decrease $841.6 $37.5 (4.0%) Gross Margin SG&A % Investment Income Interest Income Pretax Return Effective Tax Rate Net Income % of Sales 30.1% 19.7% $2.1 $2.4 10.1% 30.0% $59.2 7.0% E.P.S. Average Shares Outstanding $0.33 182,174

GAAP to Non-GAAP Reconciliation Page 4 Pretax After-Tax EPS GAAP Earnings Per Share $84.6 $59.2 $0.33 Restructuring Charge $7.3 $4.6 $0.02 Non-GAAP Earnings Per Share $91.9 $63.8 $0.35

Non-GAAP EBITDA Reconciliations* Page 5 (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. Dec. 31, 2007 % of Revenue Net Income Interest Income, Net Income Taxes Depreciation and Amortization Expense EBITDA* $59.2 $(2.4) $25.4 $60.4 $142.6 16.9% Restructuring Charge Adjusted EBITDA* $7.3 $149.9 17.8%

Balance Sheet and Operating Metrics Page 6 (US$ in millions) Dec. 31, 2007 Sept. 30, 2007 Cash & Marketable Securities $442.6 $447.3 Accounts Receivable $725.1 $692.5 Receivable Days Outstanding 75 days 74 days Inventory $411.3 $396.1 Inventory Days Outstanding 71 days 72 days Long-Term Debt $137.5 $135.6 Capital Expenditures $53.3 $49.1 Research & Development $43.1 $39.9

Gross Margin Trend Page 7 Q2 07 Q3 07 Q4 07 Q1 08 Q2 08 0.309 0.311 0.3 0.298 0.301

SG&A Expense Trend Page 8 Q2 07 Q3 07 Q4 07 Q1 08 Q2 08 0.2 0.201 0.204 0.203 0.197 (% of revenue)

Page 9 Q2 07 Q3 07 Q4 07 Q1 08 Q2 08 0.096 0.079 0.098 0.062 0.063 Capital Expenditure Trend (% of revenue)

Restructuring Cost & Savings Page 10 (US$ in millions) Q4 FY07 Q1 FY08 Q2 FY08 FY08 Total through FY09 Cost $36.9 $2.6 $7.3 $35.0 $100 - $125 Savings $0 $3.3 $5.7 $20 - $25 $75 - $100 % COGS 0% 45% 60% 50% 60% % SG&A 0% 55% 40% 50% 40%

Revenue Trend Page 11 Q2 07 Q3 07 Q4 07 Q1 08 Q2 08 838 807 792 793 842 (US$ in millions)

Growth by Industry - Dec. Quarter Automotive Data Telecom Consumer Industrial Other 0.181 0.221 0.256 0.184 0.126 0.032 Dec. 07 Split by Industry Page 12 Sequential YOY Automotive 3.8% 12.3% Data 6.2% 7.0% Telecom 12.4% -3.2% Consumer 4.6% 2.2% Industrial -2.3% -16.6% Other 6.5% 2.3%

Mobile Quarterly Revenue - Top Three Customers Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 115.3 106.7 83.9 71.9 78.9 85.2 0 0 0 0 0 0 FY07 FY08 2nd consecutive quarterly increase Q2 revenue up 7.9% over Q1 Page 13

Booking Trend Page 14 Q2 07 Q3 07 Q4 07 Q1 08 Q2 08 779 783 776 811 859 (US$ in millions)

Growth in Bookings by Industry - December Quarter Sequential YOY Automotive .1% 8.5% Data -0.8% 11.1% Telecom 24.9% 20.2% Consumer -6.8% 4.8% Industrial 7.3% -0.1% Other 10.6% 5.0% TOTAL 5.8% 10.3% Page 15

Page 16 Outlook March Fiscal Quarter Revenue $820 to $860 million GAAP Earnings Per Share $0.31 to $0.35 restructuring charge $0.02