March 21, 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
Mail Stop 0306
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 March 17, 2005.
The Staff's comments are restated below in bold, italicized
type, and are followed by the Company's responses thereto.
Response letter dated February 17, 2005
Representations
---------------
1. We note your response to comment 20, including your
statement that you have provided the three acknowledgements in
the form previously requested "based on [the] understanding" that
the acknowledgement as to our comments "does not relate to the
Company's responses to those comments." Please note that you may
not qualify or condition the requested representations in this
manner. Accordingly, please provide all three acknowledgements
in the form previously requested and confirm to us in writing, if
true, that those acknowledgements are not being provided based on
the "understanding" reflected in your response to our prior
comment.
Form 10-Q for the Quarterly Period Ended September 30, 2004
Response:
---------
On behalf of the Company, the three referenced
acknowledgements in the form previously requested by the Staff
are included in this letter. The Company is not providing these
acknowledgements based on the understanding reflected in its
response to your prior comment.
Item 4. Controls and Procedures - Page 13
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2. We note your response to prior comment 14. We see the
revised language proposed in Appendix A. We note your statement
that "there are inherent limitations to the effectiveness of any
system of disclosure controls and procedures, including the
possibility of human error. Accordingly, even effective
disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives." Please revise
to state clearly, if true, that your disclosure controls and
procedures are designed to provide reasonable assurance of
achieving their objectives and that your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable assurance level. In the alternative, remove the
reference to the level of assurance of your disclosure controls
and procedures. Please refer to Section II.F.4 of Management's
Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm>.
Response:
---------
The Form 10-Q/A being filed concurrently with this response
letter contains statements to clearly indicate that the Company's
disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives and that its
principal executive officer and principal financial officer
concluded that the disclosure controls and procedures are
effective at that reasonable assurance level.
* * * *
In connection with this response, the Company acknowledges
the following:
* The Company is responsible for the adequacy and accuracy of
the disclosure in the filings;
* Staff comments or changes to disclosure in response to Staff
comments in the filings reviewed by the Staff do not foreclose
the commission from taking any action with respect to the filing;
and
* The Company may not assert Staff comments as a defense in
any proceedings initiated by the Commission or any person under
the federal securities laws of the United States.
We trust that you will find the foregoing responses and
acknowledgements responsive to the comments set forth in the
Staff's letter dated March 17, 2005. If you would like
additional information or
would like to discuss the Company's responses to your comments,
please contact the undersigned at (312) 876-8222.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL LLP
By: /s/ Michael M. Froy
cc Douglas A. Carnahan (Audit Committee):
Michael J. Birck (Audit Committee)
Robert J. Potter (Audit Committee)
Frederick Krehbiel (Molex
Incorporated)
Robert Mahoney (Molex Incorporated)
Louis Hecht (Molex Incorporated)
James Doyle (Ernst & Young LLP)