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, 1996 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 30, 1996, the following numbers of shares of the Company's common stock were outstanding: Common Stock 50,090,034 Class A Common Stock 50,749,436 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 $890.4 million. DOCUMENTS INCORPORATED BY REFERENCE ----------------------------------- Portions of the Annual Report to Shareholders for the year ended June 30, 1996, 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 25, 1996 are incorporated by reference into Part III of this report. Index to Exhibits listed on Pages 21 through 22. 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 Executive Officers of the Registrant 10 Part II Item 5. Market for the Registrant's Common Equity and 12 Related Stockholder Matters Item 6. Selected Financial Data 12 Item 7. Management's Discussion and Analysis of Financial 13 Condition and Results of Operations Item 8. Financial Statements and Supplementary Data 13 Item 9. Changes in and Disagreements with Accountants on 13 Accounting and Financial Disclosure Part III Item 10. Directors and Executive Officers of the Registrant 14 Item 11. Executive Compensation 14 Item 12. Security Ownership of Certain Beneficial Owners 14 and Management. Item 13. Certain Relationships and Related Transactions 14 Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports 15 on Form 8-K Statements of Changes in Shares Outstanding 17 Schedule II-Valuation and Qualifying Accounts 18 Independent Auditors' Report on Schedule 19 Signature Page 20 Index to Exhibits 21 2 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; and application tooling. Molex operates 46 plants in 21 countries and employs more than 10,000 people worldwide. More than 67% of Fiscal 1996 sales were generated from products manufactured and sold outside the U.S. Molex serves original equipment manufacturers in industries that include automotive, computer, business equipment, consumer products, telecommunications and premise wiring. Molex 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 $25.8 billion*. With a 5.4% 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 2% 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 1996 Market Net Revenue Products - ------ --- ------- -------- Computer/business equipment/ 49% Computers, peripheral telecommunications equipment, calculators, copiers, pagers and dictation equipment Consumer Products 28% Televisions, stereo high fidelity systems, compact disc players, video tape recorders, camcorders and electronic games, microwave ovens, refrigerators, freezers, dishwashers, disposals and air conditioners Automotive 15% Automobiles, trucks, recreational vehicles and farm equipment. Other 8% 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 1996, 1995 or 1994. 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 towards 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, South 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 46 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, 1996, the Company owned 592 United States patents and had 169 patent applications on file with the United States Patent Office. The Company also has 1,183 corresponding patents issued and 2,348 applied for in other countries as of June 30, 1996. 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, 1996 was approximately $225.7 million; this compares to $245.7 million at June 30, 1995. 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 $85.5 million in 1996, $78.1 million in 1995, and $64.8 million in 1994. The Company incurred costs relating to obtaining patents of $6.7 million in 1996, $4.9 million in 1995, and $3.3 million in 1994 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. 6 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, 1996, the Company employed 10,100 persons 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, 1996 was approximately 68% 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 pages 49 - 50 of the 1996 Annual Report to Shareholders and is incorporated herein by reference. 7 8 ITEM 2 - PROPERTIES Molex owns and leases manufacturing, warehousing and office space in over 110 locations around the world. The total square footage of these facilities is presented below: Owned Leased Total - ----- ------ ----- 3,334,000 477,000 3,811,000 The leases are of varying terms with expirations ranging from fiscal 1997 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 Bergvlei (Johannesburg) Scarborough, Ontario Kagoshiam Okayama Shioya Shizuoka TAIWAN CHINA (P.R.C.) Yamato City Taipei Shilong Town Shanghai THAILAND Bangkok ENGLAND MALAYSIA Bordon Prai, Penang UNITED STATES Southhampton Huntsville, Alabama MEXICO North Little Rock, Arkansas FRANCE Guadalajara Maumelle, Arkansas Chateau Gontier Magdalena Orange, California Nogales Pinellas Park, Florida GERMANY St. Petersburg, Florida Biberach POLAND Downers Grove, Illinois Ettlingen Starogard Lisle, Illinois Naperville, Illinois INDIA PUERTO RICO Lincoln, Nebraska (3) Bangalore Ponce (2) 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 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 Age Registrant - ------------------------ ----------------------------------------- --- ---------- Frederick A. Krehbiel(a) Chairman (1993-); Chief Executive Officer 55 1965(b) (1988-);Vice Chairman (1988-1993). John H. Krehbiel, Jr.(a) President (1975-); Chief 59 1959(b) Operating Officer (1996-). J. Joseph King Executive Vice President 52 1975 (1996-); Group Vice President- International Operations (1988- 1996). Raymond C. Wieser Senior Vice President, Americas 58 1965(b) Region (1996-); Corporate Vice President and President, Commercial Division-U.S. Operations (1994-1996); Group Vice President-U.S. Operations (1989-1994). Robert B. Mahoney Corporate Vice President, 43 1995 Treasurer and Chief Financial Officer (1996-). Ronald L. Schubel Corporate Vice President (1982-) 53 1981 and Regional President, Far East South (1994-); President, Commercial Division-U.S. Operations (1982-1994). 10 11 Year Employed Positions Held with Registrant by Name During the Last Five Years Age Registrant - ------------------ ----------------------------- ----- ----------- Werner W. Fichtner Corporate Vice President 53 1981 (1987-) and Regional President, Europe (1981-). Goro Tokuyama Corporate Vice President 62 1985 (1990-), Regional President, Far East North (1988-) and President of Molex Japan Co., Ltd. (1985-). Martin P. Slark Corporate Vice President 41 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 52 1984 (1994-) and President, DataComm Division Americas (1989-). Kathi M. Regas Corporate Vice President 40 1985 (1994-); Director, Human Resources-U.S. Operations (1989-1994). Louis A. Hecht Corporate Secretary (1977-) 52 1974 and General Counsel (1975-). (a) 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. (b) Includes period employed by Registrant's predecessor. 11 12 PART II ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) 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 captions (b) "Financial Highlights" and "Fiscal 1996, 1995, and 1994 by Quarter (Unaudited)" in the foldout and page 51, respectively, of the 1996 Annual Report to Shareholders is incorporated herein by reference. (c) The following table presents quarterly dividends per common share for the last two fiscal years. The fiscal 1995 dividends per share have been restated for the August, 1995 25% stock dividend and November, 1994 25% stock dividend. Class A Common Stock Common Stock Fiscal 1996 Fiscal 1995 Fiscal 1996 Fiscal 1995 ---------------- --------------- --------------- --------------- Quarter Ended - September 30, 0.0150 0.0064 0.0150 0.0064 December 31, 0.0150 0.0080 0.0150 0.0080 March 31, 0.0150 0.0080 0.0150 0.0080 June 30, 0.0150 0.0080 0.0150 0.0080 ------ ------ ------ ------ Total 0.0600 0.0304 0.0600 0.0304 ====== ====== ====== ====== 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 46 of the 1996 Annual Report to Shareholders and is incorporated herein by reference. ITEM 6 - SELECTED FINANCIAL DATA The information set forth under the caption "Ten Year Financial Highlight Summary" (only the five years ended June 30, 1996) on page 33 of the 1996 Annual Report to Shareholders is incorporated herein by reference. 12 13 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 34 through 38 of the 1996 Annual Report to Shareholders is incorporated herein by reference. ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following consolidated financial statements of the Company set forth on pages 40 through 50 of the 1996 Annual Report to Shareholders and the independent auditors' report set forth on page 39 of the 1996 Annual Report to Shareholders are incorporated herein by reference: Independent Auditors' Report Consolidated Balance Sheets - June 30, 1996 and 1995 Consolidated Statements of Income for the years ended June 30, 1996, 1995 and 1994 Consolidated Statements of Shareholders' Equity for the years ended June 30, 1996, 1995 and 1994 Consolidated Statements of Cash Flows for the years ended June 30, 1996, 1995 and 1994 Notes to Consolidated Financial Statements The supplementary data regarding quarterly results of operations, set forth under the caption "Fiscal 1996, 1995, and 1994 by Quarter (Unaudited)" on page 51 of the 1996 Annual Report to Shareholders, is incorporated herein by reference. The statement of changes in shares outstanding appears on Page 17 of this Form 10-K. ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 13 14 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 25, 1996 (The "Company's 1996 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 in a separate item captioned "Executive Officers of the Registrant" in Part I of this report. ITEM 11 - EXECUTIVE COMPENSATION The information under the caption "Executive Compensation" in the Company's 1996 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 1996 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 1996 Proxy Statement is herein incorporated by reference. 14 15 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 1996 Annual Report to Shareholders have been incorporated by reference in Item 8. Page(s) in Annual Report Item to Shareholders ------------------------------ --------------- Independent Auditors' Report 39 Consolidated Balance Sheets - June 30, 1996 and 1995 40-41 Consolidated Statements of Income - for the years ended June 30, 1996, 1995 and 1994 42 Consolidated Statements of Shareholders' Equity - for the years ended June 30, 1996, 1995 and 1994 43 Consolidated Statements of Cash Flows - for the years ended June 30, 1996, 1995 and 1994 44 Notes to Consolidated Financial Statements 45-50 Fiscal 1996, 1995 and 1994 by Quarter (Unaudited) 51 (a) 2. Financial Statement Schedule Page in the Form 10-K --------- Schedule II - Valuation and Qualifying Accounts 18 15 16 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, 1996. 16 17 MOLEX INCORPORATED Statements of Changes in Shares Outstanding For the Year Ended June 30, 1996, 1995, and 1994 Class A Class B Common Common Common Treasury Stock Stock Stock Stock ----------- ---------- --------- --------- Shares outstanding at June 30, 1993 32,637,286 32,599,585 94,255 2,172,208 Exercise of stock options 281,551 155,704 Purchase of treasury stock 30,849 Disposition of treasury stock (32,770) ----------- ---------- --------- --------- Shares outstanding at June 30, 1994 32,918,837 32,755,289 94,255 2,170,287 Exercise of stock options 310,593 24,528 Purchase of treasury stock 125,452 Disposition of treasury stock (47,247) Purchase of business 974,998 Stock splits effected in the form 18,666,350 18,677,884 1,236,233 of dividends ----------- ---------- --------- --------- 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 =========== ========== ========= ========= 17 18 MOLEX INCORPORATED Schedule II - Valuation and Qualifying Accounts For the Year Ended June 30, 1996, 1995, and 1994 Allowance for Losses Balance at Balance and Adjustments on Beginning Charged to Accounts Translation at End Receivables: of Period Income Written Off Adjustments of Period - ------------------- --------- ---------- ----------- ----------- --------- 1996 $11,934 $ 1,831 ($548) ($651) $12,566 ======= ======= ===== ===== ======= 1995 $ 8,916 $ 3,332 ($828) $514 $11,934 ======= ======= ===== ===== ======= 1994 $ 8,789 $ 2,354 ($2,344) $117 $ 8,916 ======= ======= ===== ===== ======= 18 19 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, 1996 and 1995, and for each of the three years in the period ended June 30, 1996, and have issued our report thereon dated July 25, 1996; such financial statements and report are included in your 1996 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 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 Chicago, Illinois July 1996 19 20 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/ JOHN C. PSALTIS ---------------------------------------- September 20, 1996 By: John C. Psaltis Corporate Vice President, Treasurer and Chief Financial Officer (Retired) /s/ ROBERT B. MAHONEY September 20, 1996 ---------------------------------------- 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 20, 1996 /s/ F. A. KREHBIEL --------------------------------------- F. A. Krehbiel Chairman of the Board and Chief Executive Officer September 20, 1996 /s/ J. H. KREHBIEL, JR. --------------------------------------- J. H. Krehbiel, Jr. President, Chief Operating Officer and Director September 20, 1996 /s/ JOHN C. PSALTIS --------------------------------------- John C. Psaltis Corporate Vice President, Treasurer and Chief Financial Officer (Retired) September 20, 1996 /s/ ROBERT B. MAHONEY --------------------------------------- Robert B. Mahoney Corporate Vice President, Treasurer and Chief Financial Officer September 20, 1996 /s/ F. L. KREHBIEL --------------------------------------- F. L. Krehbiel Director September 20, 1996 /s/ MICHAEL J. BIRCK --------------------------------------- Michael J. Birck Director September 20, 1996 /s/ E. D. JANNOTTA --------------------------------------- E. D. Jannotta Director 21 MOLEX INCORPORATED EXHIBIT INDEX Exhibit Number Exhibit - ------ --------------------------------------------- 3 3.1 Certificate of Incorporation (incorporated by reference to 1990 Form 10-K, Exhibit 3.1) 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 (incorporated by reference to 1991 From 10-K, Exhibit 10.4) 10.3 The 1990 Molex Incorporated Stock Option Plan (incorporated by reference to 1991 Form 10-K, Exhibit 10.5) 10.4 The 1991 Molex Incorporated Incentive Stock Option Plan (incorporated by reference to Appendix A of the registrant's Proxy Statement for 1991). 13 Molex Incorporated Annual report to Shareholders for the year ended June 30, 1996. (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) Exhibit Number Exhibit - ------ -------------------------- 22 Subsidiaries of registrant 24 Independent Auditors' Consent 27 Financial Data Schedule (All other exhibits are either inapplicable or not required)