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

April 21, 2009
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))

Item 2.02 Results of Operations and Financial Condition.

     On April 21, 2009, Molex Incorporated issued a press release announcing its results of operations for the third quarter ended March 31, 2009. A web cast and a conference call to discuss earnings and current market conditions will be held on April 21, 2009. 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 and discussed during 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.

(d)	Exhibits
	Exhibit 99.1	Press release of Molex Incorporated dated April 21, 2009
	Exhibit 99.2	Slides of Molex Incorporated dated April 21, 2009

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: April 21, 2009	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 April 21, 2009
Exhibit 99.2	Slides of Molex Incorporated dated April 21, 2009

4

EX-99.1

Exhibit 99.1

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

MOLEX REPORTS RESULTS FOR 2009 THIRD FISCAL QUARTER

Lisle, Ill., USA – April 21, 2009 — Molex Incorporated (NASDAQ: MOLX and MOLXA), a global electronic components company, today reported results for its 2009 third fiscal quarter ended March 31, 2009.

2009 Third Fiscal Quarter Results

Revenue for the quarter ended March 31, 2009 of $505.5 million was at the lower end of the range estimated in the release dated January 27, 2009. Revenue decreased 38.5% from the same period last fiscal year, and 24.2% from the December 2008 quarter. Revenue continued to be impacted by the global slowdown, made worse by customer initiatives to reduce their inventory. Revenue in local currencies fell 37.1% as currency translation decreased revenue by $12.0 million, compared with last year’s March quarter.

Gross profit margin was 18.5%, compared with 30.9% in the prior year March quarter, and 26.4% in the December 2008 quarter. The decline in gross profit margin reflected lower absorption of manufacturing overhead resulting from significantly lower production volume. SG&A expense declined $28.6 million from last year’s March quarter and $5.5 million from the December 2008 quarter, due to the cost reduction and restructuring programs.

Net loss was $58.6 million, or ($0.34) per share. Included in the quarter results was a pretax restructuring charge of $44.3 million ($34.0 million after-tax or approximately $0.20 per share), relating to the previously announced restructuring program. The March quarter compares with net income of $50.3 million, or $0.28 per share in the prior year quarter that included a pretax restructuring charge of $6.4 million, or approximately $0.03 per share after-tax. The effective tax rate for the quarter was 32.3%.

Orders for the March quarter were $475 million, down 47% compared with the prior year quarter and down 16% from the December 2008 quarter. The Company’s order backlog on March 31, 2009 was $251 million, compared with $461 million at March 31, 2008 and $285 million at December 31, 2008. Orders improved each month during the quarter, and the book to bill ratio was positive for the month of March.

Capital expenditures for the March 2009 quarter were $31.1 million, compared with $61.0 million in the prior year March quarter and $51.3 million in the December 2008 quarter. Capital spending during the March quarter was primarily for production tooling related to new product development. Capital expenditures for the first nine months of fiscal 2009 were $127.7 million or 6.3% of revenue, and included expenditures related to plant construction as part of the restructuring program. This compares with $163.4 million or 6.7% of revenue for the nine months ended March 31, 2008. Capital expenditures for fiscal 2009 were significantly reduced to maximize cash flow in this difficult economy and are now estimated in a range of $165 to $185 million for the full year. This compares with fiscal 2008 spending of $234.6 million.

Research and development expense was $34.9 million, compared with $41.7 million in the prior year quarter due primarily to salary reductions and cost containment activities. In the first three quarters of fiscal 2009 the Company released 158 new products. During the March quarter new design activity improved significantly, and consistent with the company’s goal of remaining a technology leader in the industry, spending for R&D is expected to increase in subsequent quarters.

Cash flow from operations was $121.3 million for the March quarter and $311.6 million for the nine months ended March 31, 2009. Cash and marketable securities was $505.9 million at the end of the quarter, an increase of $48.2 million from December 31, 2008.

Martin P. Slark, CEO, commented on the quarter, “We believe that the revenue and orders for the quarter were below the level of current market demand, a result of inventory reductions within the supply chain. When combined with our initiatives to reduce our own inventory, manufacturing volume was below the level required to break-even on an operating basis. We have been aggressive in our response to the business environment, including making salary reductions for officers and salaried employees in the U.S. as well as in most international operations. In addition, we have lowered headcount by 25% over the last two quarters.”

Slark continued, “During the quarter we also successfully managed our cash flow. For example, inventory declined by 19.5% sequentially, while accounts receivable declined by 26.0% sequentially and returned to a normal level of 75 days sales outstanding. Capital expenditures were tightly controlled and reduced to the lowest level in several years. These initiatives improved our cash position providing us with additional security during these tough times.”

Restructuring Update

The restructuring charge of $44.3 million recorded in the March quarter was primarily related to severance for headcount reductions and the costs associated with plant closures. Since the end of the quarter the Company announced the closure of a manufacturing plant in Japan.

The total estimated pretax restructuring charge through the end of fiscal year 2010 has increased to a range of $240 to $250 million. Cumulative restructuring charges were $174 million through March 31, 2009, and the Company estimates that the additional restructuring charges in fiscal 2009 will approximate $50 million, with the remaining $20 to 25 million to be recognized in fiscal 2010. The expected annualized cost savings from the restructuring program is approximately $200 million.

Nine-Month Results

Revenue for the nine-months ended March 31, 2009 was $2.0 billion, a decline of 18.1% compared with the prior fiscal year. During this period, currency translation increased revenue by $33.1 million. Net loss of $101.5 million, or ($0.58) per share included a pretax restructuring charge of $105.9 million ($79.4 million after-tax or approximately $0.45 per share), and a pretax and after-tax goodwill impairment charge of $93.1 million, or $0.53 per share.

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Outlook

The improved order rate in the month of March has continued through the date of this release, and we anticipate that both revenue and orders for the June quarter will be above the March quarter. While orders appear to have bottomed in the March quarter, future visibility remains limited. As a result, the Company considers it prudent to provide a wide range in its outlook, and estimates revenue in the range of $525 to $575 million for the June quarter.

The Company’s cost reduction strategy includes both permanent and short term initiatives. The permanent cost initiatives should enhance financial leverage in the recovery. The short term actions are in response to the economic downturn and lower than normal revenue levels. We believe that this approach maximizes cash flow from operations, while retaining the level of resources and skills necessary to improve our competitive position when the global economy improves.

Earnings Conference Call Information

A conference call will be held on Tuesday, April 21, 2009 at 4:00 pm central. Please dial (888) 679-8037 to participate in the conference call. International callers please dial (617) 213-4849. Please dial in at least five minutes prior to the start of the call and refer to participant pass code 28530336. 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 / pass code 31353857.

Other Investor Events

April 30, 2009 – Management visits to Cleveland and Columbus, Ohio

May 14, 2009 – Credit Suisse Hardware & Supply Chain Conference in Boston

June 8, 2009 – UBS Global Technology and Services Conference in New York

June 9, 2009 – William Blair & Company’s 29^th Annual Stock Conference in Chicago

August 4, 2009 – Molex FY09 Q4 Press Release

August 5, 2009 – Molex Analysts Meeting in Lisle, Illinois

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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”, 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; 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, 2008, and disclosed in the Form 10-Q for the quarters ended September 30, 2008 and December 31, 2008, 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 70-year-old global manufacturer of electronic, electrical and fiber optic interconnection systems. Based in Lisle, Illinois, USA, the Company operates 45 manufacturing locations in 17 countries. The Molex website is www.molex.com.

# # #

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

Condensed Consolidated Balance Sheets

(in thousands)

	Mar. 31,			June 30,
	2009			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	457,548		$	475,507
Marketable securities		48,384			34,298
Accounts receivable, less allowances of $30,336 and $40,243 respectively		444,617			740,827
Inventories		360,776			458,295
Other current assets		110,795			74,033
Total current assets		1,422,120			1,782,960
Property, plant and equipment, net		1,081,469			1,172,395
Goodwill		294,359			373,623
Other assets		275,193			270,559
Total assets	$	3,073,141		$	3,599,537
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	182,363		$	350,413
Accrued expenses		205,426			154,015
Current portion of long-term debt and short-term borrowings		280,897			66,687
Other current liabilities		4,285			78,323
Total current liabilities		672,971			649,438
Other non-current liabilities		23,884			21,346
Accrued pension and postretirement benefits		98,376			105,574
Long-term debt		5,167			146,333
Total liabilities		800,398			922,691
Commitments and contingencies
Stockholders’ equity:
Common stock		11,130			11,107
Paid-in capital		592,675			569,046
Retained earnings		2,602,472			2,785,099
Treasury stock		(1,088,258	)		(1,009,021	)
Accumulated other comprehensive income		154,724			320,615
Total stockholders’ equity		2,272,743			2,676,846
Total liabilities and stockholders’ equity	$	3,073,141		$	3,599,537

See accompanying notes to condensed consolidated financial statements.

1

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

	Three Months Ended					Nine Months Ended
	March 31,					March 31,
	2009			2008		2009			2008
Net revenue	$	505,539		$	822,285	$	2,011,252		$	2,456,455
Cost of sales		412,143			567,824		1,492,312			1,712,729
Gross profit		93,396			254,461		518,940			743,726
Selling, general and administrative		139,071			167,639		450,034			493,973
Restructuring costs and asset impairments		44,344			6,399		105,904			16,286
Goodwill impairment		—			—		93,140			—
Total operating expenses		183,415			174,038		649,078			510,259
Income (loss) from operations		(90,019	)		80,423		(130,138	)		233,467
Interest income, net		251			2,044		2,287			6,964
Other income		3,259			4,462		24,252			7,241
Total other income		3,510			6,506		26,539			14,205
Income (loss) before income taxes		(86,509	)		86,929		(103,599	)		247,672
Income taxes		(27,909	)		36,623		(2,052	)		84,846
Net (loss) income	$	(58,600	)	$	50,306	$	(101,547	)	$	162,826
Earnings (loss) per share:
Basic	$	(0.34	)	$	0.28	$	(0.58	)	$	0.90
Diluted	$	(0.34	)	$	0.28	$	(0.58	)	$	0.89
Dividends declared per share	$	0.1525		$	0.1125	$	0.4575		$	0.3375
Average common shares outstanding:
Basic		173,228			179,385		174,985			181,260
Diluted		173,228			180,086		174,985			182,156

See accompanying notes to condensed consolidated financial statements.

2

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

	Nine Months Ended
	March 31,
	2009			2008
Operating activities:
Net (loss) income	$	(101,547	)	$	162,826
Add non-cash items included in net (loss) income:
Depreciation and amortization		190,085			184,675
Share-based compensation		19,393			18,539
Goodwill impairment		93,140			—
Other non-cash items		9,392			3,568
Changes in assets and liabilities:
Accounts receivable		282,082			12,604
Inventories		93,916			(22,540	)
Accounts payable		(167,781	)		(6,179	)
Other current assets and liabilities		(50,148	)		8,915
Other assets and liabilities		(56,947	)		(9,551	)
Cash provided from operating activities		311,585			352,857
Investing activities:
Capital expenditures		(127,688	)		(163,440	)
Proceeds from sales of property, plant and equipment		7,561			11,417
Proceeds from sales or maturities of marketable securities		11,694			843,493
Purchases of marketable securities		(33,399	)		(798,921	)
Acquisitions		(73,447	)		(42,503	)
Other investing activities		655			(9,733	)
Cash used for investing activities		(214,624	)		(159,687	)
Financing activities:
Proceeds from revolving credit facility		115,000			65,000
Payments on revolving credit facility		(105,000	)		–
Net change in long-term debt		47,300			(1,705	)
Cash dividends paid		(73,222	)		(54,557	)
Exercise of stock options		1,233			8,534
Purchase of treasury stock		(76,342	)		(166,199	)
Other financing activities		(870	)		(900	)
Cash used for financing activities		(91,901	)		(149,827	)
Effect of exchange rate changes on cash		(23,019	)		32,150
Net increase (decrease) in cash and cash equivalents		(17,959	)		75,493
Cash and cash equivalents, beginning of period		475,507			378,361
Cash and cash equivalents, end of period	$	457,548		$	453,854

See accompanying notes to condensed consolidated financial statements.

3

EX-99.2

Exhibit 99.2

FY09 Q3 Conference Call April 21, 2009

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; 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, 2008, and disclosed in the Form 10-Q for the quarters ended September 30, 2008 and December 31, 2008, 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 April 21, 2009 regarding the Company's financial results for the fiscal quarter ended March 31, 2009 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

Revenue Trend (US$ in millions) Page 3 Q3 08 Q4 08 Q1 09 Q2 09 Q3 09 822 872 839 667 506

Change in Revenue by Industry - March Quarter Page 4 Sequential YOY % of Revenue Automotive -23% -54% 14% Data -24% -34% 23% Telecom -27% -38% 27% Consumer Elect. -25% -27% 21% Industrial -20% -40% 12% Medical -21% -37% 3% TOTAL -24% -38% 100%

Orders Oct Nov Dec Jan Feb Mar 243 174 145 148 152 175 Jan Feb Mar Apr MTD 7.03 7.6 7.8 8.5 (US$ in millions) Page 5 Monthly Daily Average

Jan Feb Mar JAE 31 46 54 TYCO 40 42 54 Source: JEITA Page 6 Japanese Connector Company Orders Compare with previous year Percent Molex Japan in Red

Financial Summary - GAAP (US$ in millions, except per-share data) Page 7 March 2009 March 2008 Net Revenue $505.5 $822.3 Gross Margin 18.5% 30.9% SG&A % 27.5% 20.4% Interest Income $0.3 $2.1 Other Income $3.2 $4.5 Pretax Income (Loss) ($86.5) $86.9 Effective Tax Rate 32.3% 42.1% Net Income (Loss) ($58.6) $50.3 % of Sales (11.6%) 6.1% E.P.S. ($0.34) $0.28 Avg. Shares Outstanding 173,228 180,086

GAAP to Non-GAAP Reconciliation Page 8 March Quarter Pretax After-Tax EPS GAAP ($86.5) ($58.6) ($0.34) Restructuring Charge $44.3 $34.0 $0.20 Non-GAAP ($42.2) ($24.6) ($0.14)

Balance Sheet and Operating Metrics (US$ in millions) Page 9 Mar 31, 2009 Dec 31, 2008 Cash & Marketable Securities $505.9 $457.7 Accounts Receivable $444.6 $600.9 Receivable Days Outstanding 75 days 87 days Inventory $360.8 $448.1 Inventory Days Outstanding 90 days 91 days Total Debt $286.1 $301.9 Capital Expenditures $31.3 $51.3 Research & Development $34.9 $41.2

Gross Margin Trend Page 10 Q3 08 Q4 08 Q1 09 Q2 09 Q3 09 0.309 0.31 0.297 0.264 0.185

SG&A Expense Trend Page 11 (% of revenue) Q3 08 Q4 08 Q1 09 Q2 09 Q3 09 167.6 171.1 166.4 144.6 139.1 20.4% 19.6% 19.8% 21.7% 27.5%

Page 12 Capital Expenditure Trend (% of revenue) Q3 08 Q4 08 Q1 09 Q2 09 Q3 09 61 71.2 45.3 51.3 31.1 7.4% 8.2% 5.4% 7.7% 6.1%

Restructuring Plan Update FY08 FY09 FY10 FY11 TOTAL Cost $68M $156M $21M - $245M Savings $25M $55M $90M $30M $200M Page 13 Mar YTD Q4 FY09 Cost $106M $50M $156M Savings $35M $20M $55M

Restructuring 25% headcount reduction since Q1 Voluntary retirement program announced in Japan Consolidation of 5 product divisions into 3 Additional facility closings since Q2 One plant in Japan One plant in Korea Page 14

Outlook Page 15 June Fiscal Quarter Revenue $525 to $575 Million Customer orders Increasing sequentially Gross margin Increasing sequentially

GAAP Reconciliation of Free Cash Flow and Net Cash FREE CASH FLOW Q3 Cash Flow from Operations $121.3 Capital Expenditures (31.3) Free Cash Flow 90.0 NET CASH Q3 Cash and Cash Equivalents $457.5 Marketable Securities 48.4 Current Portion of Long-Term Debt (280.9) Long Term Debt (5.2) Net Cash 219.8