##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Quarterly Period Ended September 30, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-7491
 
 MOLEX INCORPORATED
  Delaware
    
    36-2369491(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 2222 Wellington Court, Lisle, Illinois 60532
  
 þ o
  Large accelerated filer þAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
  Common Stock
    
    
    97,551,858Class A Common Stock
    
    
    78,420,876Class B Common Stock
    
    
    94,255




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##### 



Molex Incorporated
 INDEX
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets as of
September 30, 2008 and June 30, 2008
    
    
    3Condensed Consolidated Statements of Income for the
three months ended September 30, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Cash Flows for the
three months ended September 30, 2008 and 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    23PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 6. Exhibits
    
    
    24SIGNATURES
    
    
    25Section 302 Certification of Chief Executive OfficerSection 302 Certification of Chief Financial OfficerSection 906 Certification of Chief Executive OfficerSection 906 Certification of Chief Financial OfficerEX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



PART I
 
 Item 1. Financial Statements
 
 Molex Incorporated
Condensed Consolidated Balance Sheets
 Sept. 30,
    
    
    June 30,2008
    
    
    2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    439,021
    
    
    $
    475,507Marketable securities
    
    
    33,220
    
    
    
    34,298Accounts receivable, less allowances of $44,633 and $40,243, respectively
    
    
    744,129
    
    
    
    740,827Inventories
    
    
    468,181
    
    
    
    458,295Other current assets
    
    
    72,600
    
    
    
    74,033Total current assets
    
    
    1,757,151
    
    
    
    1,782,960Property, plant and equipment, net
    
    
    1,134,293
    
    
    
    1,172,395Goodwill
    
    
    401,054
    
    
    
    373,623Other assets
    
    
    271,290
    
    
    
    270,559Total assets
    
    $
    3,563,788
    
    
    $
    3,599,537LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    322,828
    
    
    $
    350,413Accrued expenses
    
    
    209,659
    
    
    
    154,015Current portion of long-term debt and short-term borrowings
    
    
    250,937
    
    
    
    66,687Other current liabilities
    
    
    66,433
    
    
    
    78,323Total current liabilities
    
    
    849,857
    
    
    
    649,438Other non-current liabilities
    
    
    19,251
    
    
    
    21,346Accrued pension and postretirement benefits
    
    
    104,338
    
    
    
    105,574Long-term debt
    
    
    5,194
    
    
    
    146,333Total liabilities
    
    
    978,640
    
    
    
    922,691Commitments and contingenciesStockholders equity:Common stock
    
    
    11,122
    
    
    
    11,107Paid-in capital
    
    
    577,491
    
    
    
    569,046Retained earnings
    
    
    2,804,215
    
    
    
    2,785,099Treasury stock
    
    
    (1,049,652
    )
    
    
    (1,009,021
    )Accumulated other comprehensive income
    
    
    241,972
    
    
    
    320,615Total stockholders equity
    
    
    2,585,148
    
    
    
    2,676,846Total liabilities and stockholders equity
    
    $
    3,563,788
    
    
    $
    3,599,537
  3




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Molex Incorporated
Condensed Consolidated Statements of Income
 Three Months EndedSeptember 30,2008
    
    
    2007Net revenue
    
    $
    838,985
    
    
    $
    792,610Cost of sales
    
    
    589,513
    
    
    
    556,460Gross profit
    
    
    249,472
    
    
    
    236,150Selling, general and administrative
    
    
    166,351
    
    
    
    160,635Restructuring and other costs, net
    
    
    21,778
    
    
    
    2,629Total operating expenses
    
    
    188,129
    
    
    
    163,264Income from operations
    
    
    61,343
    
    
    
    72,886Interest income, net
    
    
    1,193
    
    
    
    2,564Other income
    
    
    2,607
    
    
    
    698Income before income taxes
    
    
    65,143
    
    
    
    76,148Income taxes
    
    
    20,846
    
    
    
    22,844Net income
    
    $
    44,297
    
    
    $
    53,304Earnings per share:Basic
    
    $
    0.25
    
    
    $
    0.29Diluted
    
    $
    0.25
    
    
    $
    0.29Dividends declared per share
    
    $
    0.1525
    
    
    $
    0.1125Average common shares outstanding:Basic
    
    
    176,911
    
    
    
    183,290Diluted
    
    
    177,594
    
    
    
    184,276
  4




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Molex Incorporated
Condensed Consolidated Statements of Cash Flows
 Three Months EndedSeptember 30,2008
    
    
    2007Operating activities:Net income
    
    $
    44,297
    
    
    $
    53,304Add non-cash items included in net income:Depreciation and amortization
    
    
    63,513
    
    
    
    60,973Share-based compensation
    
    
    6,230
    
    
    
    7,591Non-cash restructuring and other costs, net
    
    
    2,672
    
    
    
    (922
    )Other non-cash items
    
    
    6,854
    
    
    
    2,416Changes in assets and liabilities:Accounts receivable
    
    
    (25,761
    )
    
    
    12,671Inventories
    
    
    (22,847
    )
    
    
    7,702Accounts payable
    
    
    (24,732
    )
    
    
    (11,698
    )Other current assets and liabilities
    
    
    47,090
    
    
    
    16,510Other assets and liabilities
    
    
    (8,340
    )
    
    
    (3,446
    )Cash provided from operating activities
    
    
    88,976
    
    
    
    145,101Investing activities:Capital expenditures
    
    
    (45,292
    )
    
    
    (49,144
    )Proceeds from sales of property, plant and equipment
    
    
    2,665
    
    
    
    2,097Proceeds from sales or maturities of marketable securities
    
    
    3,858
    
    
    
    650,140Purchases of marketable securities
    
    
    (2,834
    )
    
    
    (619,473
    )Acquisitions
    
    
    (53,446
    )
    
    
    (42,100
    )Other investing activities
    
    
    (187
    )
    
    
    (1,135
    )Cash used for investing activities
    
    
    (95,236
    )
    
    
    (59,615
    )Financing activities:Proceeds from revolving credit facility
    
    
    58,000
    
    
    
    Payments on revolving credit facility
    
    
    (15,000
    )
    
    
    Net change in long-term debt
    
    
    187
    
    
    
    (1,231
    )Cash dividends paid
    
    
    (19,962
    )
    
    
    (13,804
    )Exercise of stock options
    
    
    983
    
    
    
    871Purchase of treasury stock
    
    
    (38,846
    )
    
    
    (60,546
    )Other financing activities
    
    
    (340
    )
    
    
    (1,571
    )Cash used for financing activities
    
    
    (14,978
    )
    
    
    (76,281
    )Effect of exchange rate changes on cash
    
    
    (15,248
    )
    
    
    7,815Net (decrease) increase in cash and cash equivalents
    
    
    (36,486
    )
    
    
    17,020Cash and cash equivalents, beginning of period
    
    
    475,507
    
    
    
    378,361Cash and cash equivalents, end of period
    
    $
    439,021
    
    
    $
    395,381
  5




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Molex Incorporated
Notes to Condensed Consolidated Financial Statements
 1. Basis of Presentation
    2. Restructuring Charges
   6




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Trans-
    
    
    Custom &
    
    
    CorporateConnector
    
    
    portation
    
    
    Electrical
    
    
    and Other
    
    
    TotalCumulative costs at June 30, 2008
    
    $
    15,466
    
    
    $
    8,474
    
    
    $
    15,543
    
    
    $
    28,633
    
    
    $
    68,116Net restructuring expense during
the current quarter
    
    
    280
    
    
    
    14,991
    
    
    
    3,779
    
    
    
    2,728
    
    
    
    21,778Cumulative costs at Sept. 30, 2008
    
    $
    15,746
    
    
    $
    23,465
    
    
    $
    19,322
    
    
    $
    31,361
    
    
    $
    89,894
  Balance at June 30, 2008
    
    $
    19,842Cash payments
    
    
    (5,321
    )Charges to expense
    
    
    19,106Non-cash related costs
    
    
    (2,978
    )Balance at September 30, 2008
    
    $
    30,649
  3. Acquisition
  4. Earnings Per Share
  Three Months EndedSeptember 30,2008
    
    2007Basic average common shares outstanding
    
    
    176,911
    
    
    
    183,290Effect of dilutive stock options
    
    
    683
    
    
    
    986Diluted average common shares outstanding
    
    
    177,594
    
    
    
    184,276
 5. Comprehensive Income
  Three Months EndedSeptember 30,2008
    
    
    2007Net income
    
    $
    44,297
    
    
    $
    53,304Translation adjustments
    
    
    (73,113
    )
    
    
    41,495Unrealized investment gain (loss)
    
    
    (5,531
    )
    
    
    2,496Total comprehensive income (loss)
    
    $
    (34,347
    )
    
    $
    97,295
 7




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6. Inventories
  Sept. 30,
    
    
    June 30,2008
    
    
    2008Raw materials
    
    $
    74,551
    
    
    $
    81,407Work in process
    
    
    148,607
    
    
    
    144,683Finished goods
    
    
    245,023
    
    
    
    232,205Total inventories
    
    $
    468,181
    
    
    $
    458,295
 7. Pensions and Other Postretirement Benefits
  Three Months EndedSeptember 30,2008
    
    
    2007Service cost
    
    $
    2,066
    
    
    $
    2,246Interest cost
    
    
    2,064
    
    
    
    1,928Expected return on plan assets
    
    
    (2,180
    )
    
    
    (2,172
    )Amortization of prior service cost
    
    
    11
    
    
    
    53Recognized actuarial losses
    
    
    62
    
    
    
    85Amortization of transition obligation
    
    
    106
    
    
    
    10Benefit cost
    
    $
    2,129
    
    
    $
    2,150
  Three Months EndedSeptember 30,2008
    
    
    2007Service cost
    
    $
    611
    
    
    $
    759Interest cost
    
    
    796
    
    
    
    807Amortization of prior service cost
    
    
    (160
    )
    
    
    (173
    )Recognized actuarial losses
    
    
    157
    
    
    
    327Benefit cost
    
    $
    1,404
    
    
    $
    1,720
 8. Debt
  9. Income Taxes
   8




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10. Fair Value Measurements
   
    
    Level 1: Observable inputs such as quoted prices for identical assets or
liabilities in active markets.
    
    Level 2: Observable inputs other than quoted prices substantiated by market data
and observable, either directly or indirectly for the asset or liability. This
includes quoted prices for similar assets or liabilities in active markets.
    
    Level 3: Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets and liabilities.
  Quoted Pricesin Active
    
    
    SignificantTotal
    
    
    Markets for
    
    
    Other
    
    
    SignificantMeasured
    
    
    Identical
    
    
    Observable
    
    
    Unobservableat Fair
    
    
    Assets
    
    
    Inputs
    
    
    InputsValue
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Investments
    
    $
    5,358
    
    
    $
    5,358
    
    
    $
    
    
    
    $
    Derivative financial instruments, net
    
    
    2,108
    
    
    
    
    
    
    
    2,108
    
    
    
    Total
    
    $
    7,466
    
    
    $
    5,358
    
    
    $
    2,108
    
    
    $
    
  11. New Accounting Pronouncements
   9




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12. Segments and Related Information
  
    
    The Connector segment designs, manufactures and sells products for high-speed,
high-density, high signal-integrity applications as well as fine-pitch, low-profile
connectors for the consumer and commercial markets.
    
    The Transportation segment designs, manufactures and sells products that
withstand environments such as heat, cold, dust, dirt, liquid and vibration for
automotive and other transportation applications.
    
    The Custom & Electrical segment designs, manufactures and sells integrated and
customizable electronic components across all industries that provide original,
differentiated solutions to customer requirements. It also leverages expertise in
the use of signal, power and interface technology in industrial automation and
other harsh environment applications.
  Trans-
    
    Custom &
    
    CorporateConnector
    
    portation
    
    Electrical
    
    & Other
    
    TotalFor the three months ended September 30, 2008:Revenues from external customers
    
    $
    474,868
    
    
    $
    106,242
    
    
    $
    257,334
    
    
    $
    541
    
    
    $
    838,985Income (loss) from operations
    
    
    76,020
    
    
    
    (17,516
    )
    
    
    22,530
    
    
    
    (19,691
    )
    
    
    61,343Depreciation & amortization
    
    
    41,208
    
    
    
    9,655
    
    
    
    8,704
    
    
    
    3,946
    
    
    
    63,513Capital expenditures
    
    
    26,650
    
    
    
    10,671
    
    
    
    6,141
    
    
    
    1,830
    
    
    
    45,292For the three months ended September 30, 2007:Revenues from external customers
    
    $
    452,254
    
    
    $
    120,053
    
    
    $
    218,203
    
    
    $
    2,100
    
    
    $
    792,610Income (loss) from operations
    
    
    75,344
    
    
    
    4,403
    
    
    
    17,058
    
    
    
    (23,919
    )
    
    
    72,886Depreciation & amortization
    
    
    38,192
    
    
    
    9,941
    
    
    
    8,943
    
    
    
    3,897
    
    
    
    60,973Capital expenditures
    
    
    29,076
    
    
    
    9,517
    
    
    
    3,187
    
    
    
    7,364
    
    
    
    49,144
  10




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Trans-
    
    Custom &
    
    CorporateConnector
    
    portation
    
    Electrical
    
    & Other
    
    TotalJune 30, 2008
    
    $
    1,293,342
    
    
    $
    413,233
    
    
    $
    500,197
    
    
    $
    164,745
    
    
    $
    2,371,517September 30, 2008
    
    
    1,283,375
    
    
    
    386,368
    
    
    
    508,540
    
    
    
    168,320
    
    
    
    2,346,603
  Sept. 30,
    
    
    June 30,2008
    
    
    2008Segment net assets
    
    $
    2,346,603
    
    
    $
    2,371,517Other current assets
    
    
    544,841
    
    
    
    583,838Non current assets
    
    
    672,344
    
    
    
    644,182Consolidated total assets
    
    $
    3,563,788
    
    
    $
    3,599,537
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Molex Incorporated
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Overview
   
    
    The Connector segment manufactures and sells products for high-speed,
high-density, high signal-integrity applications as well as fine-pitch, low-profile
connectors for the consumer and commercial markets.
    
    The Transportation segment manufactures and sells products that withstand
environments such as heat, cold, dust, dirt, liquid and vibration for automotive
and other transportation applications.
    
    The Custom & Electrical segment manufactures and sells integrated and
customizable electronic components across all industries that provide original,
differentiated solutions to customer requirements. It also leverages expertise in
the use of signal, power and interface technology in industrial automation and
other harsh environment applications.
  12




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Critical Accounting Policies and Estimates
   13




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Results of Operations
  Percentage
    
    
    
    
    
    
    Percentage2008
    
    
    of Revenue
    
    
    2007
    
    
    of RevenueNet revenue
    
    $
    838,985
    
    
    
    100.0
    %
    
    $
    792,610
    
    
    
    100.0
    %Cost of sales
    
    
    589,513
    
    
    
    70.3
    %
    
    
    556,460
    
    
    
    70.2
    %Gross profit
    
    
    249,472
    
    
    
    29.7
    %
    
    
    236,150
    
    
    
    29.8
    %Selling, general and administrative
    
    
    166,351
    
    
    
    19.8
    %
    
    
    160,635
    
    
    
    20.3
    %Restructuring and other costs, net
    
    
    21,778
    
    
    
    2.6
    %
    
    
    2,629
    
    
    
    0.3
    %Income from operations
    
    
    61,343
    
    
    
    7.3
    %
    
    
    72,886
    
    
    
    9.2
    %Other income, net
    
    
    3,800
    
    
    
    0.5
    %
    
    
    3,262
    
    
    
    0.4
    %Income before income taxes
    
    
    65,143
    
    
    
    7.8
    %
    
    
    76,148
    
    
    
    9.6
    %Income taxes
    
    
    20,846
    
    
    
    2.5
    %
    
    
    22,844
    
    
    
    2.9
    %Net income
    
    $
    44,297
    
    
    
    5.3
    %
    
    $
    53,304
    
    
    
    6.7
    %
 Net Revenue
  Comparable
    
    SequentialQuarter
    
    QuarterConsumer
    
    
    5
    %
    
    
    (3
    )%Telecommunications
    
    
    28
    
    
    
    3Automotive
    
    
    (11
    )
    
    
    (16
    )Data
    
    
    5
    
    
    
    1Industrial
    
    
    (9
    )
    
    
    (9
    )
  
    
    Consumer market revenue for the first three months of fiscal 2009 increased over the
comparable quarter in fiscal 2008 due to higher revenue from connectors used in home
appliance products. However, revenue in the consumer market has declined over the
sequential quarter primarily due to our customers concerns regarding global economies
and lower than expected pre-holiday production volumes.
    
    Telecommunications market revenue increased during the first quarter of fiscal 2009
over the same period for fiscal 2008. We experienced strong revenue growth during the
second half of fiscal 2008 in our antenna products for mobile devices and that growth
trend has continued into the first quarter of fiscal 2009.
    
    Automotive market revenue has declined against both the comparable quarter and the
sequential quarter due to a sharp decrease in demand related to concerns over the
current economic conditions. During fiscal 2008, the automotive market benefited from
new products reflecting higher electronic content in automobiles. We believe the number
of automobiles manufactured by our customers continues to decrease and automotive
manufacturing inventories are at elevated levels.
 14




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
    
    Data market revenue for the first quarter of fiscal 2009 increased over the first
quarter of fiscal 2008 due to increased revenue from networking products. Demand for
our networking products increased during the second half of fiscal 2008 and first
quarter of fiscal 2009 as our customers were releasing new high end products and
expanding into new optical and high speed technologies. Revenue growth in the data market has moderated during the first quarter
of fiscal 2009 due in part to our customers concerns regarding global economies.
    
    Industrial market revenue for fiscal 2009 has decreased compared with fiscal 2008
due to lower demand in industrial communications business worldwide, particularly in
North America and Europe.
  Three Months EndedSeptember 30,2008
    
    2007Americas
    
    
    27
    %
    
    
    29
    %Asia Pacific
    
    
    54
    
    
    
    52Europe
    
    
    19
    
    
    
    19Total
    
    
    100
    %
    
    
    100
    %
  Three MonthsEndedSept. 30, 2008Net revenue for prior year period
    
    $
    792,610Components of net revenue increase:Organic net revenue decline
    
    
    (705
    )Currency translation
    
    
    43,977Acquisitions
    
    
    3,103Total change in net revenue from prior year period
    
    
    46,375Net revenue for current year period
    
    $
    838,985Organic net revenue decline as a percentage of net revenue from prior year period
    
    
    (0.1
    )%
   Three Months Ended September 30, 2008Local
    
    
    Currency
    
    
    NetCurrency
    
    
    Translation
    
    
    ChangeAmericas
    
    $
    (9,165
    )
    
    $
    214
    
    
    $
    (8,951
    )Asia Pacific
    
    
    17,525
    
    
    
    24,761
    
    
    
    42,286Europe
    
    
    (15,484
    )
    
    
    19,002
    
    
    
    3,518Corporate & Other
    
    
    9,522
    
    
    
    
    
    
    
    9,522Net change
    
    $
    2,398
    
    
    $
    43,977
    
    
    $
    46,375
 15




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Three MonthsEndedSept. 30, 2008Americas
    
    
    (4.0
    )%Asia Pacific
    
    
    4.3Europe
    
    
    (10.0
    )Total
    
    
    0.3
  Percentage
    
    
    
    
    
    
    Percentage2008
    
    
    of Revenue
    
    
    2007
    
    
    of RevenueConnector
    
    $
    474,868
    
    
    
    56.6
    %
    
    $
    452,254
    
    
    
    57.1
    %Transportation
    
    
    106,242
    
    
    
    12.6
    
    
    
    120,053
    
    
    
    15.1Custom & Electrical
    
    
    257,334
    
    
    
    30.7
    
    
    
    218,203
    
    
    
    27.5Corporate
& Other
    
    
    541
    
    
    
    0.1
    
    
    
    2,100
    
    
    
    0.3Total
    
    $
    838,985
    
    
    
    100.0
    %
    
    $
    792,610
    
    
    
    100.0
    %
 Gross Profit
  2008
    
    2007Gross profit
    
    $
    249,472
    
    
    $
    236,150Gross margin
    
    
    29.7
    %
    
    
    29.8
    %
   2008
    
    2007Copper (price per pound)
    
    $
    3.74
    
    
    $
    3.49Gold (price per troy ounce)
    
    
    872.00
    
    
    
    680.00
   2008Price erosion
    
    $
    (32,257
    )Currency translation
    
    
    13,703Currency transaction
    
    
    (10,534
    )
 16




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##### Table of Contents



Operating Expenses
  2008
    
    2007Selling, general and administrative
    
    $
    166,351
    
    
    $
    160,635Selling, general and administrative as a percentage of revenue
    
    
    19.8
    %
    
    
    20.3
    %Restructuring costs and asset impairments
    
    $
    21,778
    
    
    $
    2,629
    Effective Tax Rate
  Backlog
  17




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##### Table of Contents



Segments
 Connector
  Three MonthsEndedSept. 30, 2008Net revenue for prior year period
    
    $
    452,254Components of net revenue increase:Organic net revenue decline
    
    
    (3,607
    )Currency translation
    
    
    26,221Total change in net revenue from prior year period
    
    
    22,612Net revenue for current year period
    
    $
    474,868Organic net revenue decline percentage
    
    
    (0.8
    )%
   Three Months EndedSeptember 30,2008
    
    2007Income from operations
    
    $
    76,020
    
    
    $
    75,344Operating margin
    
    
    16.0
    %
    
    
    16.5
    %
  Transportation
  Three MonthsEndedSept. 30, 2008Net revenue for prior year period
    
    $
    120,053Components of net revenue decrease:Organic net revenue decline
    
    
    (20,452
    )Currency translation
    
    
    6,641Total change in net revenue from prior year period
    
    
    (13,811
    )Net revenue for current year period
    
    $
    106,242Organic net revenue decline percentage
    
    
    (17.0
    )%
 18




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##### Table of Contents



Three Months EndedSeptember 30,2008
    
    2007Income (loss) from operations
    
    $
    (17,516
    )
    
    $
    4,403Operating margin
    
    
    (16.5
    )%
    
    
    3.6
    %
  Custom & Electrical
  Three MonthsEndedSept. 30, 2008Net revenue for prior year period
    
    $
    218,203Components of net revenue increase:Organic net revenue growth
    
    
    22,645Currency translation
    
    
    11,045Acquisitions
    
    
    5,441Total change in net revenue from prior year period
    
    
    39,131Net revenue for current year period
    
    $
    257,334Organic net revenue growth percentage
    
    
    10.4
    %
   Three Months EndedSeptember 30,2008
    
    2007Income from operations
    
    $
    22,530
    
    
    $
    17,058Operating margin
    
    
    8.8
    %
    
    
    7.8
    %
  19




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##### Table of Contents



Non-GAAP Financial Measures
   Financial Condition and Liquidity
  Cash Flows
   Three Months EndedSeptember 30,2008
    
    
    2007Cash provided from operating activities
    
    $
    88,976
    
    
    $
    145,101Cash used for investing activities
    
    
    (95,236
    )
    
    
    (59,615
    )Cash used for financing activities
    
    
    (14,978
    )
    
    
    (76,281
    )Effect of exchange rate changes on cash
    
    
    (15,248
    )
    
    
    7,815Net (decrease) increase in cash
    
    $
    (36,486
    )
    
    $
    17,020
 20




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##### Table of Contents



Operating Activities
  Investing Activities
  Financing Activities
    Contractual Obligations and Commercial Commitments
  Cautionary Statement Regarding Forward-Looking Information
  21




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
       22




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Internal Control Over Financial Reporting
  
 PART II
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 We may see a negative effect on our business due to disruptions in financial markets
   23




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Total Numberof SharesTotal Number
    
    
    
    
    
    
    Purchased asof Shares
    
    
    Average Price
    
    
    Part of PubliclyPurchased
    
    
    Paid per Share
    
    
    Announced PlanJuly 1  July 31Common Stock
    
    
    
    
    
    $
    
    
    
    
    Class A Common Stock
    
    
    37
    
    
    $
    22.33
    
    
    
    August 1  August 31Common Stock
    
    
    700
    
    
    $
    24.54
    
    
    
    700Class A Common Stock
    
    
    333
    
    
    $
    23.73
    
    
    
    295September 1  September 30Common Stock
    
    
    200
    
    
    $
    24.26
    
    
    
    200Class A Common Stock
    
    
    438
    
    
    $
    22.54
    
    
    
    437Total
    
    
    1,708
    
    
    $
    23.79
    
    
    
    1,632
  
 Item 6. Exhibits
 Number
    
    Description31
    
    Rule 13a-14(a)/15d-14(a) Certifications31.1   Section 302 certification by Chief Executive Officer31.2   Section 302 certification by Chief Financial Officer32
    
    Section 1350 Certifications32.1   Section 906 certification by Chief Executive Officer32.2   Section 906 certification by Chief Financial Officer
 24




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##### Table of Contents



SIGNATURES
  MOLEX INCORPORATED
(Registrant)Date: October 31, 2008

    /S/ DAVID D. JOHNSONDavid D. JohnsonExecutive Vice President, Treasurer and
Chief Financial Officer
(Principal Financial Officer) 25