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corresp

February 17, 2005

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0305

Attention: Mr. Daniel Gordon, Branch Chief

    Re:

    Molex Incorporated (File No. 0-07491)

    Form 10-K for the year ended June 30, 2004

          Filed September 10, 2004

    Form 10-Q for the quarter ended September 30, 2004

    Form 8-K’s dated November 11 and December 1, 2004

Ladies and Gentlemen:

On behalf of our client Molex Incorporated (the “Company”), this letter sets forth the Company’s
responses to comments on the above-referenced filings provided by the Staff of the Securities and
Exchange Commission by letter dated February 10, 2005.

The Staff’s comments are restated below in bold, italicized type, and are followed by the Company’s
responses thereto. All references herein to an Appendix or the Appendices refer to the Appendices
are being provided to the Staff supplementally.

Form 10-K for the Year Ended June 30, 2004

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Page 9

Results of Operations – Page 10

    1.
    We see your response to prior comment 2. We also note in your response to prior comment 3
that in future filings you will provide a narrative discussion of any identified changes in
volume by major product lines or in overall unit sales growth. We further note that in
future filings you will provide a narrative discussion of any identified changes in price by
major product lines. Please explain how you define “major product lines” for purposes
of this disclosure and address why revenues by major product lines should not be included in
the notes to your financial statements. See paragraph 37 of SFAS 131.

    Response: As referred to in the Company’s prior Response to Comment 2 in the January
31, 2005 letter to the Staff, the Company sold over 55,000 different products in 2004.

    The Company defines major product lines as groups of individual products which have similar
physical, mechanical and electronic characteristics. While a significant majority of the
Company’s products go through similar manufacturing processes, share a common manufacturing base
and are comprised of similar raw materials, there are variations introduced into the
manufacturing process which give the different characteristics mentioned above.

Securities and Exchange Commission

February 17, 2005

Page 2 of 27

    To clarify, in the prior Comment 2 in which the Company refers to major product lines, product
lines are the groupings described above. The Company currently tracks 25 major product groupings
outside of its financial reporting system.

    In future filings, the Company will provide a narrative discussion of any changes in volume or
in price which are material to an understanding of the changes in the Company’s business or
operating results. Also, as referred to in the Response to Comment 2 in the Company’s January
31, 2005 letter to the Staff, in future filings the Company will include a table in MD&A of the
estimated percentage of net revenue by industry market (i.e. computer, telecommunications,
consumer products, automotive, industrial and other) for the latest three fiscal years.

    As referred to in the Company’s Response to prior Comment 2, there is not a generally
accepted or well understood convention for categorization of connector products by groups of
similar products. Furthermore, Paragraph 37 of SFAS 31 states “the amount of revenues reported
shall be based on financial information used to produce the enterprise’s general purpose
financial statement.” Molex does not record revenues by any product grouping in its general
ledger, which is the basis used to produce the Company’s consolidated financial statements.

Financial Statements and Supplementary Data – Page 19

Note 2 – Significant Accounting Policies – Page 25

Revenue Recognition – Page 27

    2.
    See prior comment 10. We note that you have consignment arrangements with customers. If
material, please revise future filings to discuss the significant terms of these arrangements
and disclose your revenue recognition policies for these sales. Also, tell us how you
determine when to record these sales. Explain the “pull” signal referred to in your response.

    Response: In view of the increasing use of consignment arrangements, the Company will
discuss consignment arrangements, the significant terms and conditions of these arrangements and
disclose the same in the Company’s revenue recognition policies for these sales in future
filings.

    The Company records a consignment sale when a customer has taken title of product which is
stored either in the customer’s warehouse or that of a third party. The Company will invoice the
customer upon receipt of a “pull” or similar signal that ownership has transferred from the
Company to the customer.

    The “pull” signal typically is an electronic message conveyed from the customer to the effect
that product consigned by the Company to the customer or a third party warehouse has in fact
been physically taken possession of by the customer and ownership has transferred from the
Company to the customer.

Securities and Exchange Commission

February 17, 2005

Page 3 of 27

    3.
    See prior comment 10. We note that you account for returns of product, other than warranty
claims, under SFAS 5 and not SFAS 48. Based upon the information provided, it appears that you
should be accounting for your sales returns under SFAS 48. Please revise to account for these
returns in accordance with SFAS 48 for all periods presented, including interim periods, or
tell us in detail why you believe that SFAS 5 is the appropriate literature and request your
auditors to tell us whether or not they believe your accounting policy complies with generally
accepted accounting principles. In addition, please provide a revised rollforward schedule of
your reserves showing adjustments made to the reserves in each period. That is, revise the
schedule provided in Appendix 2 of your February 7, 2005 response letter to reflect a separate
column for (a) amounts charged to income, (b) payments and (c) adjustments due to reversals.

    Response: The Company’s letter of January 31, 2005, in response to Comment 10(b) stated
“...the Company believes it meets all of the conditions specified by SFAS 48 for recognizing
revenue when a right of return exists, and accordingly, revenue is reduced to reflect estimated
returns.” The statement “...the Company accounts for returns of defective product, as well as
other returns, described above in accordance with SFAS 5” was meant to address the measurement
of the Company’s returns provision under SFAS 48, Paragraph 7 which states “if sales revenue is
recognized because the conditions of Paragraph 6 are met, any costs or losses that may be
expected in connection with any returns shall be accrued in accordance with FASB Statement No. 5
Accounting for Contingencies.”

    The following represents the Company’s analysis of how each of the conditions stated in
Paragraph 6 of FAS 48 are met —

    (a)
    The seller’s price to the buyer is substantially fixed or determinable at the date of
sale.

    As a manufacturer of finished goods, the nature of the Company’s business lends itself to
fixed and determinable pricing. Molex publishes pricing for its standard products. Pricing
for non-standard products is maintained via a global pricing agreement with specific
customers. All product prices are maintained in a global pricing system.

    When a customer order is entered into the Company’s order management system, the price
submitted by the customer on the purchase order is matched to the agreed upon price in the
global pricing system. If a difference exists between the customer’s expected price and the
price in the global pricing system, the Company attempts to resolve the difference before
the order is acknowledged. This process applies to all customers and all channels.

    Please note from Appendix 2 in the Company’s February 7, 2005 Response to the Staff that the
total estimated reserve balance for allowances at the end of the fiscal year June 30, 2004
was $10.9 million. Total allowances charged to income for fiscal 2004 were $24.3 million or
1.1% of sales.

    (b)
    The buyer has paid the seller, or the buyer is obligated to pay the seller and the
obligation is not contingent on resale of the product.

Securities and Exchange Commission

February 17, 2005

Page 4 of 27

    Under the Company’s general terms and conditions, the buyer is obligated to pay the seller
either upon shipment (“FOB” Origin), when risk and title pass at the time of customer
receipt (“FOB” Destination), or under consignment arrangements, when the customer has
taken/consumed the product. Under no circumstances are obligations to pay the Company
contingent on the resale of the product by the customer.

    (c)
    The buyer’s obligation to the seller would not be changed in the event of theft or
physical destruction or damage of the product.

    In accordance with the terms noted above, the buyer’s obligation is not changed in the event
of theft, physical destruction, or damage of the product, once title and risk of loss have
passed to the customer.

    (d)
    The buyer acquiring the product for resale has economic substance apart from that
provided by the seller.

    The Company’s customers consist principally of large multinational corporations and
distributors which are economically viable and are not exclusively dependent on the resale
of the Company’s products. Due to the nature of the Company’s products (connectors and
electronic components), their use in commercial applications represents only a small
percentage of the end products’ cost. The distributors usually carry significant product
offerings of which the Company’s products comprise only a small percentage.

    (e)
    The seller does not have significant obligations for future performance to directly
bring about resale of the product by the buyer.

    The Company has no obligations for future performance in order to ensure the resale of the
product. The Company does not accept product returns for reasons other than those noted
below, and once risk and title have passed to the customer the Company does not assume any
responsibility for the ultimate sale of the item.

    (f)
    The amount of future returns can be reasonably estimated.

    The Company considered each of the points included in paragraph 8 of FAS 48 which states
that “the ability to make a reasonable estimate of the amount of future returns depends on
many factors and circumstances that will vary from one case to the next. However, the
following factors may impair the ability to make a reasonable estimate:

    a.
    The susceptibility of the product to significant external factors, such as
technological obsolescence or changes in demand

    b.
    Relatively long periods in which a particular product may be returned

    c.
    Absence of historical experience with similar types of sales of similar
products, or inability to apply such experience because of changing circumstances, for
example, changes in the selling enterprise’s marketing policies or relationships with
its customers

    d.
    Absence of a large volume of relatively homogeneous transactions”

Securities and Exchange Commission

February 17, 2005

Page 5 of 27

    After considering each of these factors, as they relate to the following return policies, the
Company concluded that the amount of future returns are reasonably estimable. Please see
Appendix 2 in the Company’s February 7, 2005 Response to the Staff in which the estimated
reserve balance for returns for the fiscal year June 30, 2004 amounted to $6.1 million. Total
returns charged to income for fiscal 2004 were $25.4 million or 1.1% of sales.

    The Company’s warranty terms typically allow for returns of product if the product is defective.
The Company also allows returns due to Molex or customer order entry errors or for products
that have been discontinued or obsoleted by Molex, subject to management authorization. In
a sale to a distributor, the end customer (purchasing from a distributor) does not have the
right to return product to Molex.

    The Company accounts for returns for defective product, as well as other returns described
above, in accordance with SFAS 48. Accordingly, the Company’s practice is to accrue for product
returns at the time of sales based on historical return experience.

    Although the Company’s current auditors have not yet performed an audit of the Company’s
financial statements, based on the limited procedures they have performed as outlined in
response to Comment 47 in the Company’s January 31, 2005 letter, they have no reason to believe
that the Company’s accounting policy for returns is not in accordance with GAAP and SFAS 48.

    The Company has provided a revision to Appendix 2 of its February 7, 2005 letter to the Staff.
This revision, attached as Appendix 3, reflects a separate column for (a) amounts charged to
income, (b) payments and (c) adjustments due to reversals.

Reclassifications — Page 28

    4.
    With respect to your disclosures of reclassifications and corrections of errors, please
revise future filings as follows:

    a)
    Clearly describe the nature and amounts of the adjustments and the period to which the
amount relates.

    b)
    Disclose when you identified the error.

    c)
    If the error relates to a prior period and you are not restating prior period financial
statements, please state why. For instance, state, if true, that you concluded that the
effects of these adjustments, as well as any unrecorded adjustments, were not material
individually or in the aggregate to the current year or any prior year. If this statement
is not true, please explain to us why you have not restated prior period financial
statements.

    d)
    If you are not recording the correction of the error in the period in which you
discovered the error, please explain why, both supplementally and in your future filings.

    e)
    Include a table in your footnote disclosure showing the impact of each adjustment in
total and by the fiscal year to which it relates.

Securities and Exchange Commission

February 17, 2005

Page 6 of 27

    f)
    See our comment below regarding the determination of which adjustments to record
related to prior period errors. Similar to our comment with respect to your corrections of
errors in classification, we believe you should use a reasonable basis for determining
which adjustments to record in your financial statements.

    Response: In future filings the Company will: (a) clearly describe the nature and
amounts of the adjustments, and the periods to which the amounts relate for any
reclassifications or corrections of error; (b) indicate when an error was identified; (c)
indicate why the Company has chosen not to restate if an error relates to a prior period and the
Company is not restating prior period financial statements; (d) explain why an error is being
corrected in a period other than the one in which it was discovered; and (e) provide a table in
the footnote disclosure showing the impact of each adjustment in total and by the fiscal year to
which it relates.

    The Company used, and will continue to use, the considerations included in SAB 99 as its basis
for determining which adjustments and recl assifications
to record in its financial statements.
(See response to Comment 6 for further clarification.)

    5.
    We note your response to prior comment 15. We note that in providing for certain prior period
reclassifications, you have elected to include certain items, but exclude other items. Explain
your basis for determining what amounts to reclassify. For example, for 2003, we note that you
did not