Under the accelerated share repurchase agreement, Motorola will immediately pay $2.0 billion from available cash on hand and will receive a substantial majority of the shares to be delivered under the agreement. The specific number of shares to be repurchased is generally based on the volume- weighted average share price of the company's common shares during the term of the accelerated share repurchase agreement, subject to collar provisions that establish the minimum and maximum numbers of shares. The company expects final delivery of any additional shares before the end of 2007, although in certain circumstances the completion date may be shortened or extended. All of the repurchased shares will be retired.
Motorola expects to repurchase the remaining $4.5 billion of shares authorized under the expanded $7.5 billion share repurchase program from time to time for cash in open market transactions or in privately negotiated transactions in accordance with applicable federal securities laws. The timing and amount of the repurchases will be determined by the company's management based on their evaluation of market conditions, share price and other factors. The share repurchase program may be suspended or discontinued at any time.
Conference Call and Webcast
Motorola will host a conference call at 5:30 p.m. Eastern Time (USA) today, March 21, 2007 to discuss today's announcements. To access the call, please dial 866-406-5369 (US) or 973-582-2847 (international). Please dial in 15 minutes prior to the start of the call. The conference call will also be webcast live at http://www.motorola.com/investor .
About Motorola
Motorola is known around the world for innovation and leadership in wireless and broadband communications. Inspired by our vision of seamless mobility, the people of Motorola are committed to helping you connect simply and seamlessly to the people, information, and entertainment that you want and need. We do this by designing and delivering "must have" products, "must do" experiences and powerful networks -- along with a full complement of support services. A Fortune 100 Company with global presence and impact, Motorola had
sales of US $42.9 billion in 2006. For more information about our Company, our people and our innovations, please visit http://www.motorola.com .
Business Risks
This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward- looking statements include, but are not limited to: (1) estimated guidance ranges for Motorola's sales and GAAP earnings in the first quarter of 2007, (2) estimated operating earnings and financial performance of the Mobile Devices business in the first quarter of 2007, (3) estimated charges relating to highlighted items in the first quarter of 2007, (4) the expected impact of proposed actions to improve profitability and increase shareholder value, (5) current perspectives regarding the financial performance of Motorola and each of its business segments for the full year 2007, and (6) expected purchases under the company's stock repurchase program.
Each of these estimates and statements are based on very preliminary information about the first quarter of 2007. The Company has not completed its quarter and actual results could differ from these preliminary estimates.
In general, the Company's financial and operating results are impacted by the risk factors below, as well as those on pages 16 through 24 in Item 1A of Motorola's 2006 Annual Report on Form 10-K and in its other SEC filings, which could cause Motorola's actual results to differ materially from those estimated or predicted in the forward-looking statements. Motorola undertakes no obligation to publicly update any forward-looking statement or risk factor, whether as a result of new information, future events, or otherwise. Factors that may impact forward-looking statements include, but are not limited to: (1) the company's actual financial performance through the end of the first quarter; (2) the company's ability to increase profitability in its wireless handset business; (3) the level of demand for the company's products, including products related to new technologies; (4) the company's ability to introduce new products and technologies in a timely manner; (5) the company's ability to continue generating meaningful savings from supply-chain improvements, manufacturing consolidation and other cost-reduction initiatives; (6) the uncertainty of current economic and political conditions, as well as the economic outlook for the telecommunications and broadband industries; (7) the company's ability to purchase sufficient materials, parts and components to meet customer demand; (8) unexpected negative consequences from the integration of newly acquired businesses, including the integration of Symbol Technologies, Good Technology and Netopia; (9) risks related to dependence on certain key suppliers; (10) the impact on the company's performance and financial results from strategic acquisitions or divestitures, including those that may occur in the future; (11) risks related to the company's high volume of manufacturing and sales in Asia; (12) variability in income generated from licensing the company's intellectual property; (13) unexpected liabilities or expenses, including unfavorable outcomes to any pending or future litigation, including without limitation any relating to the Iridium project; (14) the timing and levels at which design wins become actual orders and sales; (15) the impact of foreign currency fluctuations; (16) the impact on the company from continuing hostilities in Iraq and conflict in other countries; (17) the impact on the company from ongoing consolidation in the telecommunications and broadband industries; (18) the impact of changes in governmental policies, laws or regulations; (19) the outcome of currently ongoing and future tax matters; and (20) unforeseen negative consequences from the company's outsourcing of various activities, including certain manufacturing, information technology and administrative functions.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
While Motorola does not believe that this communication constitutes solicitation material in respect of Motorola's solicitation of proxies in connection with its 2007 Annual Stockholders Meeting, this communication may be deemed to be solicitation material.
In connection with the solicitation of proxies, Motorola has filed with the Securities and Exchange Commission (the "SEC") a definitive proxy statement on March 15, 2007 (the "Proxy Statement"). THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION ABOUT MOTOROLA AND THE 2007 ANNUAL STOCKHOLDERS MEETING. MOTOROLA'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY.
On March 19, 2007, Motorola began the process of mailing the Proxy Statement, together with a WHITE proxy card. Stockholders may obtain additional free copies of the Proxy Statement and other documents filed with the SEC by Motorola through the website maintained by the SEC at http://www.sec.gov . The Proxy Statement and other relevant documents may also be obtained free of charge from Motorola by contacting Investor Relations in writing at Motorola, Inc., 1303 E. Algonquin Road, Schaumburg, IL 60196; or by phone at 1-800-262-8509; or by email at Email Contact. The Proxy Statement is also available on Motorola's website at http://www.motorola.com/investor . The contents of the websites referenced above are not deemed to be incorporated by reference into the Proxy Statement. In addition, copies of the Proxy Statement may be requested contacting our proxy solicitor, D.F. King & Co. Inc. by phone toll-free at 1-800-488-8095.
Motorola and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the 2007 Annual Stockholders Meeting. You can find information about Motorola's executive officers and directors in the Proxy Statements.
MOTOROLA and the Stylized M Logo are registered in the US Patent & Trademark Office. All other product or service names are the property of their respective owners.
Web site: http://www.motorola.com/
