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1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 1998 Commission File Number 0-7491

MOLEX INCORPORATED
(Exact name of registrant as specified in its charter)


Delaware 36-2369491
- ---------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)


2222 Wellington Court, Lisle, Illinois 60532
- -------------------------------------- --------
(Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code (630) 969-4550
---------------

Securities registered pursuant to Section 12 (b) of the Act: None
------

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock, par value $0.05

Class A Common Stock, par value, $0.05

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
On August 31, 1998, the following numbers of shares of the Company's common
stock were outstanding:

Common Stock 76,932,479
Class A Common Stock 79,378,329
Class B Common Stock 94,255

The aggregate market value of the voting shares (based on the closing price
of these shares on the National Association of Securities Dealers Automated
Quotation System on such date) held by non-affiliates was approximately $1.0
billion.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended June 30,
1998, are incorporated by reference into Parts I, II and IV of this report.

Portions of the Proxy Statement for the annual meeting of Stockholders, to
be held on October 23, 1998 are incorporated by reference into Part III of this
report.

Index to Exhibits listed on Pages 20 through 21.



1


2

TABLE OF CONTENTS


Part I Page
----

Item 1. Business 3
Item 2. Properties 8
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9

Part II

Item 5. Market for the Registrant's Common Equity and 10
Related Stockholder Matters
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of Financial 11
Condition and Results of Operations
Item 7a. Quantitative and Qualitative Disclosures About 11
Market Risk
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes in and Disagreements with Accountants on 12
Accounting and Financial Disclosure

Part III

Item 10. Directors and Executive Officers of the Registrant 13
Item 11. Executive Compensation 15
Item 12. Security Ownership of Certain Beneficial Owners 15
and Management.
Item 13. Certain Relationships and Related Transactions 15

Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports 16
on Form 8-K

Independent Auditors' Report on Schedule 18
Statements of Changes in Shares Outstanding 19
Schedule II - Valuation and Qualifying Accounts 20
Index to Exhibits 21
Signature Page 23



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3

PART I



ITEM 1 - BUSINESS

GENERAL DEVELOPMENT OF THE BUSINESS

Molex Incorporated originated from an enterprise established in 1938. It
was incorporated in 1972 in the state of Delaware. As used herein the term
"Molex" or "Company" includes Molex Incorporated and its United States and
international subsidiaries.

GENERAL DESCRIPTION OF THE BUSINESS

Molex is a leading manufacturer of electronic, electrical and fiber optic
interconnection products and systems; switches; value-added assemblies; and
application tooling. The Company operates 49 plants in 21 countries and
employs 12,455 people worldwide. In fiscal 1998, products manufactured
and sold outside the U.S. generated 66% of sales.

Molex serves original equipment manufacturers in industries that include
automotive, computer, computer peripheral, business equipment,
telecommunications, consumer products and premise wiring. The Company
offers more than 100,000 products to customers primarily through direct
sales people and authorized distributors. The worldwide market for
electronic connectors, cable assemblies and backplanes was estimated at
$27.1 billion*. With a 6.0% market share, Molex is the second-largest
connector manufacturer in the world in what is a fragmented but highly
competitive industry.

Molex conducts business in one industry segment: the manufacture and sale
of electrical components. The Company designs, manufactures, and
distributes electrical and electronic devices such as terminals,
connectors, planer cables, cable assemblies, interconnection systems, fiber
optic interconnection systems, backplanes and mechanical and electronic
switches. Crimping machines and terminal inserting equipment (known as
"application tooling") are offered on a lease or purchase basis to the
Company's customers for the purpose of applying the Company's components to
the customers' products. Net revenue from application tooling constitutes
approximately 1% of the Company's net revenues. Molex products are
designed for use in a broad range of electrical and electronic applications
as set forth below:

* Source: Fleck International


3



4






Percentage of
Fiscal 1998
Market Net Revenue Products
-------- ------------- ---------------------

Computer/business equipment/ 52% Computers, peripheral
telecommunications equipment, calculators,
copiers, pagers and
dictation equipment

Consumer Products 22% Televisions, stereo high
fidelity systems, compact
disc players, video tape
recorders, camcorders,
electronic games, microwave
ovens, refrigerators,
freezers, dishwashers,
disposals and air
conditioners

Automotive 16% Automobiles, trucks,
recreational vehicles and
farm equipment

Other 10% Electronic medical equipment,
vending machines, security
equipment and modular office
furniture and premise wiring


The Company sells its products primarily to original equipment
manufacturers and their subcontractors and suppliers. The Company's
customers include various multinational companies, including Apple, AT&T,
Canon, Compaq, Delco, Ford, Hewlett Packard, IBM, JVC, Matsushita,
Motorola, Philips, Sony, Thomson, Toshiba, and Xerox, many of which Molex
serves on a global basis. Net revenues contributed by different industry
groups fluctuate due to various factors including model changes, new
technology, introduction of new products and composition of customers. No
customer accounted for 10% or more of net revenues in fiscal years 1998,
1997 or 1996. While its customers generally make purchasing decisions on a
decentralized basis, Molex believes that, due to its financial strength and
product development capabilities, it has and will continue to benefit from
the trend of many of its customers toward the use of fewer vendors.

4



5



In the United States and Canada, the Company sells its products primarily
through direct sales engineers and industrial distributors.
Internationally, Molex sells primarily through its own sales organizations
in Japan, Hong Kong, Singapore, Taiwan, Republic of Korea, Malaysia,
Thailand, China, Australia, England, Italy, Ireland, France, Spain,
Germany, the Netherlands, Switzerland, Poland, Sweden, Norway, Denmark,
South Africa, India, Canada, Mexico and Brazil.

Outside of the United States and Canada, Molex also sells its products
through manufacturers' representative organizations, some of which act as
distributors, purchasing from the Company for resale. The manufacturers'
representative organizations are granted exclusive territories and are
compensated on a commission basis. These relationships are terminable by
either party on short notice. All sales orders received are subject to
approval by the Company.

The Company promotes its products through leading trade magazines, direct
mailings, catalogs and other promotional literature. Molex is a frequent
participant in trade shows and also conducts educational seminars for its
customers and its manufacturers' representative organizations.

There was no significant change in the Company's suppliers, products,
markets or methods of distribution during the last fiscal year.

Molex generally seeks to locate manufacturing facilities to serve local
customers and currently has 49 manufacturing facilities in 21 countries on
six continents.

The principal raw materials and component parts Molex purchases for the
manufacture of its products include brass, copper, aluminum, steel, tin,
nickel, gold, silver, nylon and other molding materials, and nuts, bolts,
screws and rivets. Virtually all materials and components used in the
Company's products are available from several sources. Although the
availability of such materials has generally been adequate, no assurance
can be given that additional cost increases or material shortages or
allocations imposed by its suppliers in the future will not have a
materially adverse effect on the operations of the Company.


5


6

COMPETITION

The business in which the Company is engaged is highly competitive. Most
of the Company's competitors offer products in some but not all of the
industries served by the Company. Molex believes that the ability to meet
customer delivery requirements and maintenance of product quality and
reliability are competitive factors that are as important as product
pricing. Some of the Company's competitors have been established longer
and have substantially larger manufacturing, sales, research and financial
resources.


PATENTS/TRADEMARKS

As of June 30, 1998, the Company owned 684 United States patents and had
237 patent applications on file with the United States Patent Office. The
Company also has 2,056 corresponding patents issued and 2,766 applied for
in other countries as of June 30, 1998. No assurance can be given that any
patents will be issued on pending or future applications. As the Company
develops products for new markets and uses, it normally seeks available
patent protection. The Company believes that its patents are of importance
but does not consider itself materially dependent upon any single patent or
group of related patents.


BACKLOG

The backlog of unfilled orders at June 30, 1998 was approximately $231.0
million; this compares to $260.5 million at June 30, 1997. Substantially
all of these orders are scheduled for delivery within twelve months. The
Company's experience is that orders are normally delivered within ninety
days from acceptance.


RESEARCH AND DEVELOPMENT

Molex incurred total research and development costs of $93.9 million in
1998, $89.5 million in 1997, and $85.5 million in 1996. The Company
incurred costs relating to obtaining patents of $5.4 million in 1998, $5.6
million in 1997, and $6.7 million in 1996 which are included in total
research and development costs. The Company's policy is to charge these
costs to operations as incurred.

The Company introduced many new products during the year; however, in the
aggregate, these products did not require a material investment of assets.




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7



COMPLIANCE

The Company believes it is in full compliance with federal, state and local
regulations pertaining to environmental protection. The Company does not
anticipate that the costs of compliance with such regulations will have a
material effect on its capital expenditures, earnings or competitive
position.

EMPLOYEES

As of June 30, 1998, the Company employed 12,455 people worldwide. The
Company believes its relations with its employees are favorable.


INTERNATIONAL OPERATIONS

The Company is engaged in material operations in foreign countries. Net
revenue derived from international operations for the fiscal year ended
June 30, 1998 was approximately 66% of consolidated net revenue.

The Company believes the international net revenue and earnings will
continue to be significant. The analysis of the Company's operations by
geographical area appears in footnote 10 on page 49 of the 1998 Annual
Report to Shareholders and is incorporated herein by reference.


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8


ITEM 2 - PROPERTIES

Molex owns and leases manufacturing, warehousing and office space in
several locations around the world. The total square footage of these
facilities is presented below:

Owned Leased Total
--------- ------- ---------
3,681,333 553,770 4,235,103


The leases are of varying terms with expirations ranging from fiscal 1998
through fiscal 2025. The leases in aggregate are not considered material
to the financial position of the Company.

The Company's buildings, machinery and equipment have been well maintained
and are adequate for its current needs.

A listing of principal manufacturing facilities is presented below:



AUSTRALIA IRELAND REPUBLIC OF KOREA
Melton, Victoria Millstreet Town Ansan City (2)
Shannon
BRAZIL SINGAPORE
Manaus ITALY Jurong Town
Sao Paulo Padova
SOUTH AFRICA
CANADA JAPAN Midrand
Scarborough, Ontario Kagoshima
Okayama TAIWAN
CHINA (P.R.C.) Shioya Taipei
Dongguan Shizuoka
Shanghai Yamato THAILAND
Bangkok

ENGLAND MALAYSIA
Bordon Perai, Penang UNITED STATES
Southhampton North Little Rock, Arkansas
MEXICO Maumelle, Arkansas (2)
FRANCE Guadalajara Menlo Park, California
Chateau Gontier Magdalena Orange, California
Nogales (2) Pinellas Park, Florida
GERMANY St. Petersburg, Florida
Biberach POLAND Downers Grove, Illinois
Ettlingen Starogard Lisle, Illinois (2)
Naperville, Illinois
INDIA PUERTO RICO Mooresville, Indiana
Bangalore Ponce Lincoln, Nebraska (3)
Manchester, New Hampshire

8



9



ITEM 3 - LEGAL PROCEEDINGS

None deemed material to the Company's financial position or consolidated
results of operations.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None.



9


10

PART II


ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS


Molex is traded on the National Market System of the NASDAQ in the United
States and on the London Stock Exchange. The information set forth under
the caption "Fiscal 1998, 1997, and 1996 by Quarter (Unaudited)" on page
50 of the 1998 Annual Report to Shareholders is incorporated herein by
reference.

The following table presents quarterly dividends per common share for the
last two fiscal years. The fiscal 1998 and 1997 dividends per share have
been restated for the November, 1997 and February, 1997 25% stock
dividends.





Class A
Common Stock Common Stock


Fiscal 1998 Fiscal 1997 Fiscal 1998 Fiscal 1997
----------- ----------- ----------- -----------

Quarter Ended -
September 30, 0.0120 0.0100 0.0120 0.0100

December 31, 0.0150 0.0100 0.0150 0.0100

March 31, 0.0150 0.0120 0.0150 0.0120

June 30, 0.0150 0.0120 0.0150 0.0120
----------- ----------- ----------- ------------
Total 0.0570 0.0440 0.0570 0.0440
=========== =========== =========== ============


Cash dividends on Common Shares have been paid every year since 1977.

A description of the Company's Common Stock appears in footnote 3 on page
44 of the 1998 Annual Report to Shareholders and is incorporated herein by
reference.

On June 6, 1997, the Company issued 59,477 shares of Class A Common Stock
to holders of a class of securities in a subsidiary of the Company in
exchange for all of the shares of that class of securities owned by such
holders. The transaction was exempt from registration under the Securities
Act of 1933 pursuant to Section 4(2) thereunder in that the issuance to
this limited group of sophisticated investors did not involve a public
offering.



10


11



ITEM 6 - SELECTED FINANCIAL DATA

The information set forth under the caption "Ten Year Financial Highlight
Summary" (only the five years in the period ended June 30, 1998) on page 31
of the 1998 Annual Report to Shareholders is incorporated herein by
reference.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The information set forth under the caption "Management's Discussion of
Financial Condition and Results of Operations" on pages 32 through 36 of
the 1998 Annual Report to Shareholders is incorporated herein by reference.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to market risk associated with changes in foreign
currency exchange rates, interest rates and certain commodity prices. The
Company mitigates its foreign currency exchange rate risk principally
through the establishment of local production facilities in the markets it
serves and invoicing of customers in the same currency as the source of the
products. Molex also monitors its foreign currency exposure in each country
and implements strategies to respond to changing economic and political
environments. Examples of these strategies include the prompt payment of
intercompany balances utilizing a global netting system, the establishing
of contra-currency accounts in several international subsidiaries,
development of natural hedges and occasional use of foreign exchange
contracts. One of the Company's subsidiaries utilizes derivative commodity
futures contracts to hedge against fluctuations in commodity price
fluctuations. Such commodity futures contracts are limited to a maximum
duration of eighteen months.

A formalized treasury risk management policy has been implemented by the
Company which describes the procedures and controls over derivative
financial and commodity instruments. Under the policy, the Company does
not use derivative financial or commodity instruments for trading purposes
and the use of such instruments are subject to strict approval levels by
senior officers. Typically, the use of such derivative instruments is
limited to hedging activities related to specific foreign currency cash
flows or inventory purchases. The Company's exposure related to such
transactions is, in the aggregate, not material to the Company's financial
position, results of operations and cash flows.

Interest rate exposure is principally limited to the $117.2 million of
marketable securities owned by the Company. Such securities are debt
instruments which generate interest income for the Company on temporary
excess cash balances. The Company does not actively manage the risk of
interest rate fluctuations, however, such risk is mitigated by the
relatively short term, less than twelve months, nature of these
investments.


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ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of the Company set forth on
pages 38 through 49 of the 1998 Annual Report to Shareholders and the
independent auditors' report set forth on page 37 of the 1998 Annual Report
to Shareholders are incorporated herein by reference:

Independent Auditors' Report

Consolidated Balance Sheets - June 30, 1998 and 1997

Consolidated Statements of Income for the years ended June 30, 1998,
1997 and 1996

Consolidated Statements of Shareholders' Equity for the years ended
June 30, 1998, 1997 and 1996

Consolidated Statements of Cash Flows for the years ended June 30,
1998, 1997 and 1996

Notes to Consolidated Financial Statements


The supplementary data regarding quarterly results of operations, set forth
under the caption "Fiscal 1998, 1997, and 1996 by Quarter (Unaudited)" on
page 50 of the 1998 Annual Report to Shareholders, is incorporated herein
by reference.

The statement of changes in shares outstanding appears on Page 18 of this
Form 10-K.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.


12



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PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information under the caption "Election of Directors" in the Company's
Proxy Statement for the annual meeting of Stockholders to be held on
October 23, 1998 (the "Company's 1998 Proxy Statement") is incorporated
herein by reference. The information called for by Item 401 of Regulation
S-K relating to the Executive Officers is furnished below.

Executive Officers of the Registrant

The following information relates to the executive officers of the
Registrant who serve at the discretion of the Board of Directors and are
customarily elected for one-year terms at the Regular Meeting of the Board of
Directors held immediately following the Annual Stockholders' Meeting. All of
the executive officers named hold positions as officers and/or directors of one
or more subsidiaries of the Registrant. For purposes of this disclosure, only
the principal positions are set forth.



Year
Employed
Positions Held with Registrant by
Name During the Last Five Years(a) Age Registrant
------------------------- ------------------------------------- --------- -------------------

Frederick A. Krehbiel(b) Chairman (1993-) and Chief 57 1965(c)
Executive Officer (1988-).

John H. Krehbiel, Jr.(b) President (1975-) and Chief 61 1959(c)
Operating Officer (1996-).

J. Joseph King Executive Vice President (1996-);
Group Vice President-International 54 1975
Operations (1988-1996).

Raymond C. Wieser Senior Vice President, Americas
Region (1996-); Corporate Vice
President and President, 60 1965(c)
Commercial Division-U.S.
Operations (1994-1996); Group
Vice President-U.S. Operations
(1989-1994).


Robert B. Mahoney Corporate Vice President, 45 1995
Treasurer and Chief Financial
Officer (1996-); Vice President
(1994-1995) and Corporate
Controller (1990-1995) of
National Semiconductor Corporation.



13




14



Year
Employed
Positions Held with Registrant by
Name During the Last Five Years (a) Age Registrant
------------------- ---------------------------------- ------- --------------

Ronald L. Schubel Corporate Vice President (1982-) 55 1981
and Regional President, Far East
South (1994-1998); President,
Commercial Division-U.S. Operations
(1982-1994).

Werner W. Fichtner Corporate Vice President 55 1981
(1987-) and Regional President,
Europe (1981-).

Goro Tokuyama Corporate Vice President 64 1985
(1990-), Regional President,
Far East North (1988-), and
President of Molex Japan Co.,
Ltd. (1985-).


Martin P. Slark Corporate Vice President 43 1976
(1990-) and Regional President,
Americas (1996-); Regional
President, U.S. (1994-1996);
Regional President, Far East
South (1988-1994).

James E. Fleischhacker Corporate Vice President 54 1984
(1994-) and Regional President,
Far East South (1998-); President,
DataComm Division-Americas
(1989-1998).

Kathi M. Regas Corporate Vice President (1994-); 42 1985
Director, Human Resources
U.S. Operations (1989-1995).

Louis A. Hecht Corporate Secretary (1977-) and 54 1974
General Counsel (1975-).

__________________________________________________________________________
(a) All positions are with Registrant unless otherwise stated.
(b) John H. Krehbiel, Jr. and Frederick A. Krehbiel (the "Krehbiel
Family") are brothers. The members of the Krehbiel Family may be
considered to be "control persons" of the Registrant. The other officers
listed above have no relationship, family or otherwise, to the Krehbiel
family, Registrant or each other.
(c) Includes period employed by Registrant's predecessor.



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ITEM 11 - EXECUTIVE COMPENSATION

The information under the caption "Executive Compensation" in the Company's
1998 Proxy Statement is incorporated herein by reference.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information under the caption "Security Ownership of Management and of
Certain Beneficial Owners" in the Company's 1998 Proxy Statement is
incorporated herein by reference.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the captions "Election of Directors," "Indebtedness
of Management" and "Security Ownership of Management and of Certain
Beneficial Owners" in the Company's 1998 Proxy Statement is herein
incorporated by reference.


15


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PART IV


ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

(a) 1. Financial Statements

The following consolidated financial statements contained in the
Company's 1998 Annual Report to Shareholders have been incorporated by
reference in Item 8.



Page(s) in
Annual Report
Item to Shareholders
----------------------- ------------------

Independent Auditors' Report 37

Consolidated Balance Sheets - June 30, 1998
and 1997 38-39

Consolidated Statements of Income - for
the years ended June 30, 1998, 1997 and 1996 40

Consolidated Statements of Shareholders' Equity -
for the years ended June 30, 1998, 1997 and 1996 41

Consolidated Statements of Cash Flows - for the
years ended June 30, 1998, 1997 and 1996 42

Notes to Consolidated Financial Statements 43-49

Fiscal 1998, 1997 and 1996 by Quarter (Unaudited) 50


(a) 2. Financial Statement Schedule
Page in the
Form 10-K
-------------

Independent Auditors' Report on Schedule 18
Statements of Changes in Shares Outstanding 19
for the years ended June 30, 1998, 1997 and 1996
Schedule II - Valuation and Qualifying Accounts 20




16



17



All other schedules are omitted because they are inapplicable, not required
under the instructions, or the information is included in the consolidated
financial statements or notes thereto.

Separate financial statements for the Company's unconsolidated affiliated
companies, accounted for by the equity method, have been omitted because
they do not constitute significant subsidiaries.


(a) 3. Exhibits

The exhibits listed on the accompanying Index to Exhibits are filed or
incorporated herein as part of this Report.


(b) Reports on Form 8-K

Molex filed no reports on Form 8-K with the Securities and Exchange
Commission during the last quarter of the fiscal year ended June 30, 1998.



17



18


INDEPENDENT AUDITORS' REPORT



To the Board of Directors and
Shareholders of Molex Incorporated
Lisle, Illinois

We have audited the consolidated financial statements of Molex Incorporated and
its subsidiaries as of June 30, 1998 and 1997, and for each of the three years
in the period ended June 30, 1998, and have issued our report thereon dated July
22, 1998; such financial statements and report are included in your 1998 Annual
Report to Shareholders and are incorporated herein by reference. Our audits also
included the statements of changes in shares outstanding and the financial
statement schedule of Molex Incorporated and its subsidiaries, listed in Item
14(a)2. These statements of changes in shares outstanding and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such statements of changes in shares outstanding and financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.



/s/ DELOITTE & TOUCHE LLP


Deloitte & Touche LLP
Chicago, Illinois
July 22, 1998


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19



Molex Incorporated
Statements of Changes in Shares Outstanding
For the Years Ended June 30, 1998, 1997, and 1996


Class A Class B
Common Common Common Treasury
Stock Stock Stock Stock
----------- ------------ ------------ -----------

Shares outstanding at
June 30, 1995 51,895,780 52,432,699 94,255 3,484,725

Exercise of stock options 471,229

Purchase of treasury stock 785,000

Disposition of treasury stock (72,162)

Purchase of business 108,257

Issuance of stock bonus 11,812

Other (1,017)

-------------- --------------- ------------ -------------
Shares outstanding at
June 30, 1996 52,378,821 52,539,939 94,255 4,197,563

Exercise of stock options 448,849 39,447

Purchase of treasury stock 1,026,250

Purchase of business (59,477)

Stock splits effected in the form 13,214,185 13,130,067 1,164,575
of dividends

Other 11,856 (11,856) (40,933)
------------- ------------- ------------ -------------
Shares outstanding at
June 30, 1997 66,053,711 65,658,150 94,255 6,327,425

Exercise of stock options 588,395 24,744

Purchase of treasury stock 1,540,000

Disposition of treasury stock 26,131 (59,814)

Stock splits effected in the form 16,593,237 16,414,537 1,699,612
of dividends
------------- ------------- ------------ -------------
Shares outstanding at
June 30, 1998 83,261,474 82,072,687 94,255 9,531,967
============= ============= ============ =============




19




20


Molex Incorporated
Schedule II - Valuation and Qualifying Accounts
For the Years Ended June 30, 1998, 1997, and 1996





Allowance for Loss Balance at Balance
and Adjustments on Beginning Charged to Accounts Translation at End
Receivables: of Period Income Written Off Adjustments of Period
- ------------------ --------- ---------- ----------- ----------- ---------


1998 $14,586 $3,707 ($644) ($535) $17,114
======= ====== ====== ====== =======

1997 $12,566 $3,019 ($488) ($511) $14,586
======= ====== ====== ====== =======

1996 $11,934 $1,831 ($548) ($651) $12,566
======= ====== ====== ====== =======




20






21

MOLEX INCORPORATED
EXHIBIT INDEX


Exhibit
Number Exhibit
- ------- --------------------------------------

3 3.1 Certificate of Incorporation
(as amended)

3.2 By-Laws (as amended)
(incorporated by reference to 1995
Form 10-K, Exhibit 3.2)

4 Instruments defining rights of
security holders including
indentures. See Exhibit 3.1

10 Material Contracts

10.1 The Molex Deferred Compensation
Plan (incorporated by reference
to 1984 Form 10-K, Exhibit 10.6)

10.2 The 1990 Molex Incorporated
Executive Stock Bonus Plan
(as amended)

10.3 The 1990 Molex Incorporated
Stock Option Plan (as amended)

10.4 The 1991 Molex Incorporated
Incentive Stock Option Plan
(as amended)

13 Molex Incorporated Annual report to Shareholders for
the year ended June 30, 1998. (Such Report, except to
the extent incorporated herein by reference, is being
furnished for the information of the Securities and
Exchange Commission only and is not to be deemed filed
as a part of this annual report on Form 10-K)


21



22



Exhibit
Number Exhibit
- ------- --------------------------------------

22 Subsidiaries of registrant

24 Independent Auditors' Consent

27.1 Financial Data Schedule

27.2 Financial Data Schedule

27.3 Financial Data Schedule


(All other exhibits are either inapplicable or not required)



22


23

S I G N A T U R E S

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Company has duly caused this Annual Report to be signed on its
behalf by the undersigned, there unto duly authorized.

MOLEX INCORPORATED
------------------
(Company)


/s/ ROBERT B. MAHONEY
September 22, 1998 --------------------------------
By: Robert B. Mahoney
Corporate Vice President, Treasurer
and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

September 22, 1998 /s/ F. A. KREHBIEL
--------------------------------
F. A. Krehbiel
Chairman of the Board and
Chief Executive Officer

September 22, 1998 /s/ J. H. KREHBIEL, JR.
--------------------------------
J. H. Krehbiel, Jr.
President, Chief Operating Officer
and Director


/s/ ROBERT B. MAHONEY
--------------------------------
September 22, 1998 Robert B. Mahoney
Corporate Vice President, Treasurer
and Chief Financial Officer

September 22, 1998 /s/ F. L. KREHBIEL
--------------------------------
F. L. Krehbiel
Director

September 22, 1998 /s/ MICHAEL J. BIRCK
--------------------------------
Michael J. Birck
Director

September 22, 1998 /s/ DONALD G. LUBIN
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Donald G. Lubin
Director


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