e424b5
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-75940
Prospectus supplement (To
Prospectus dated October 29, 2007)
$1,400,000,000
$400,000,000
5.375% Senior Notes due November 15, 2012
$400,000,000
6.000% Senior Notes due November 15,
2017
$600,000,000
6.625% Senior Notes due November 15,
2037
We are offering $400,000,000 aggregate principal amount of our
5.375% Senior Notes due November 15, 2012 (the
2012 notes), $400,000,000 aggregate principal amount
of our 6.000% Senior Notes due November 15, 2017 (the
2017 notes) and $600,000,000 aggregate principal
amount of our 6.625% Senior Notes due November 15, 2037
(the 2037 notes and, together with the 2012
notes and the 2017 notes, the notes).
The 2012 notes will bear interest at a rate of 5.375% per annum,
the 2017 notes will bear interest at a rate of 6.000% per annum
and the 2037 notes will bear interest at a rate of 6.625% per
annum. We will pay interest semi-annually on the notes on
May 15 and November 15 of each year, beginning on
May 15, 2008. Interest on the notes will accrue from
November 1, 2007. The 2012 notes will mature on
November 15, 2012, the 2017 notes will mature on
November 15, 2017 and the 2037 notes will mature on
November 15, 2037.
We may redeem all or a portion of the 2012 notes, the 2017 notes
and the 2037 notes at any time at the redemption prices
described in this prospectus supplement. Upon the occurrence of
a change of control repurchase event, we will be
required to make an offer to repurchase the notes at a price
equal to 101% of their principal amount plus accrued and unpaid
interest to, but not including, the date of repurchase.
The notes will be our senior unsecured obligations and will rank
equally with our other senior unsecured indebtedness. The notes
will be issued only in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The notes are not and
will not be listed on any securities exchange.
Investing in these securities involves certain
risks. See Risk Factors beginning on
page S-8
of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved the notes or
determined that this prospectus supplement or the accompanying
prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.
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Initial public
|
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Underwriting
|
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Proceeds,
before
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offering
prices
|
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discounts
|
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expenses, to
Motorola
|
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|
Per 2012 note
|
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99.901%
|
|
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0.600%
|
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99.301%
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|
Per 2017 note
|
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99.751%
|
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|
0.650%
|
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99.101%
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|
Per 2037 note
|
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99.389%
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0.875%
|
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98.514%
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|
Total
|
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$
|
1,394,942,000
|
|
$
|
10,250,000
|
|
$
|
1,384,692,000
|
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|
The initial public offering prices set forth above do not
include accrued interest, if any. Interest on the notes will
accrue from November 1, 2007 and must be paid by the
purchaser if the notes are delivered after November 1, 2007.
The underwriters expect to deliver the notes in book-entry form
only through the facilities of The Depository Trust Company
and its participants, Clearstream Banking and the Euroclear
System, on or about November 1, 2007.
Joint Book-Running Managers
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JPMorgan |
Citi |
Deutsche
Bank Securities |
Co-Managers
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Banc of America
Securities LLC |
Goldman,
Sachs & Co. |
HSBC |
Merrill
Lynch & Co. |
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ABN AMRO
Incorporated |
BMO Capital
Markets |
UBS Investment
Bank |
The Williams
Capital Group, L.P. |
October 29, 2007
You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the
accompanying prospectus or in any related free writing
prospectus. If information in this prospectus supplement is
inconsistent with the accompanying prospectus, you should rely
on the prospectus supplement. We have not, and the underwriters
have not, authorized anyone to provide you with different
information. We are not, and the underwriters are not, making an
offer of these securities in any state where the offer or sale
is not permitted. You should not assume that the information
provided in this prospectus supplement, the accompanying
prospectus or the documents incorporated by reference in this
prospectus supplement and in the accompanying prospectus is
accurate as of any date other than their respective dates. Our
business, financial condition, results of operations and
prospects may have changed since those dates.
Table of
contents
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Page
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Prospectus Supplement
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i
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S-1
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S-8
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S-11
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S-11
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S-12
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S-13
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S-21
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S-23
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S-23
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S-24
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S-24
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Prospectus
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About This Prospectus
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2
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Where You Can Find More Information
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2
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The Company
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3
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Use of Proceeds
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3
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Ratio of Earnings to Fixed Charges
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4
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Description of Debt Securities
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4
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Description of Capital Stock
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16
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Description of Securities Warrants
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16
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Description of the Stock Purchase Contracts and the Stock
Purchase Units
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19
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Plan of Distribution
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19
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Legal Matters
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20
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Experts
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20
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About
this prospectus supplement
This prospectus supplement is part of a registration statement
that we filed with the Securities and Exchange Commission using
a shelf registration process. Under this shelf process, the
document we use to offer debt securities from time to time is
divided into two parts. The first part is this prospectus
supplement, which describes the terms of the offering of debt
securities and also adds to, updates and changes information
contained in the accompanying prospectus and the documents
incorporated by reference into this prospectus supplement and
the accompanying prospectus. The second part is the accompanying
prospectus, which provides you with a general description of the
securities we may offer. You should read both this prospectus
supplement and the accompanying prospectus together with
additional information described below under the heading
Where You Can Find More Information.
The information contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus and any
related free writing prospectus is accurate only as of the
respective dates thereof, regardless of the time of delivery of
this prospectus supplement, the accompanying prospectus or any
related free writing prospectus, or of any sale of our debt
securities.
If the description of this offering that is contained in this
prospectus supplement differs from the description contained in
the accompanying prospectus, you should rely on the information
in this prospectus supplement.
i
The following summary contains basic information about us and
about this offering. It does not contain all of the information
that is important to an investment in our securities. Before you
make an investment decision you should review this prospectus
supplement, the accompanying prospectus and the documents
incorporated in the prospectus supplement and the accompanying
prospectus in their entirety, including the risk factors, our
financial statements and the related footnotes.
Motorola,
Inc.
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 consumers connect simply and seamlessly to the people,
information and entertainment that they want and need. We do
this by designing and delivering must have products,
must do experiences and powerful networksalong
with a full complement of support services.
Business
Segments
Motorola reports financial results in the following three
operating business segments:
Mobile
Devices
The Mobile Devices segment designs, manufactures, sells and
services wireless handsets with integrated software and
accessory products, and licenses intellectual property. In the
first six months of 2007, the segments net sales
represented 53% of Motorolas consolidated net sales.
Home and
Networks Mobility
The Home and Networks Mobility segment designs, manufactures,
sells, installs and services: (i) end-to-end digital video
system solutions and interactive set-top boxes, (ii) voice
and data modems for digital subscriber line and cable networks,
(iii) wireline broadband access systems, and
(iv) wireless access systems, including cellular
infrastructure systems, to cable and satellite television
operators, wireline carriers and wireless service providers. In
the first six months of 2007, the segments net sales
represented 27% of Motorolas consolidated net sales.
Enterprise
Mobility Solutions
The Enterprise Mobility Solutions segment designs, manufactures,
sells, installs and services analog and digital two-way radio,
voice and data communications products and systems for private
networks, wireless broadband systems and end-to-end enterprise
mobility solutions to a wide range of enterprise markets,
including government and public safety, as well as utility,
transportation, retail and other commercial customers. In the
first six months of 2007, the segments net sales
represented 20% of Motorolas consolidated net sales.
S-1
Recent
developments
Third-Quarter
2007 Highlights
On October 25, 2007, we announced our third-quarter 2007
financial results, including:
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sales of $8.8 billion in the third quarter of 2007,
compared to sales of $10.6 billion in the third quarter of
2006;
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third-quarter 2007 GAAP earnings from continuing operations of
$0.02 per share, compared to third-quarter 2006 GAAP
earnings from continuing operations of $0.29 per share;
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positive operating cash flow of $342 million;
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third-quarter 2007 Mobile Devices sales of $4.5 billion,
compared to third-quarter 2006 Mobile Devices sales of
$7.0 billion;
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third-quarter 2007 Home and Networks Mobility sales of
$2.4 billion, compared to third-quarter 2006 Home and
Networks Mobility sales of $2.3 billion; and
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third-quarter 2007 Enterprise Mobility Solutions sales of
$2.0 billion, compared to third-quarter 2006 Enterprise
Mobility Solutions sales of $1.3 billion.
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Consolidated
Results
A comparison of our reported unaudited financial results from
operations for the nine months ended September 29, 2007 and our
unaudited financial results from operations for the nine months
ended September 30, 2006 is as follows:
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Nine months
ended
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September 29,
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September 30,
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(In
millions, except per share amounts)
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2007
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2006
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Net sales
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$
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26,976
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$
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31,055
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Gross margin
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7,412
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9,658
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Operating earnings (loss)
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|
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(534
|
)
|
|
|
3,339
|
Earnings (loss) from continuing operations
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|
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(216
|
)
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|
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2,732
|
Net earnings (loss)
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|
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(149
|
)
|
|
|
3,038
|
Diluted earnings (loss) per common share:
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Continuing operations
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$
|
(0.09
|
)
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$
|
1.09
|
Discontinued operations
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0.03
|
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0.12
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$
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(0.06
|
)
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$
|
1.21
|
|
|
|
Weighted average diluted common shares outstanding
|
|
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2,322.7
|
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|
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2,517.0
|
S-2
Summary
consolidated financial data
(in millions of dollars, except per share amounts)
The summary consolidated financial data presented below under
the captions Operating Results and Balance
Sheet as of December 31, 2006 and 2005 and for the
years ended December 31, 2006, 2005 and 2004 has been
derived from the consolidated financial statements of Motorola,
Inc. and its subsidiaries, which financial statements have been
audited by KPMG LLP, an independent registered public accounting
firm. The summary consolidated financial data presented below
under the captions Operating Results and
Balance Sheet as of December 31, 2004, 2003 and
2002 and for the years ended December 31, 2003 and 2002 has
been derived from the unaudited consolidated financial
statements of Motorola, Inc. and its subsidiaries. The
consolidated financial statements as of December 31, 2006
and 2005, and for each of the years in the three-year period
ended December 31, 2006, and the independent registered
public accounting firms report thereon, which contains an
explanatory paragraph referring to the adoption by Motorola of
the provisions of Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment,
effective January 1, 2006 and Statement of Financial
Accounting Standards No. 158, Employers Accounting
for Defined Benefit Pension and Other Postretirement
Plansan amendment of FASB Statements No. 87, 88, 106
and 132(R), effective December 31, 2006, are
incorporated by reference herein from the current report on
Form 8-K
filed with the Securities and Exchange Commission on
August 3, 2007. The summary consolidated financial data as
of and for the six months ended June 30, 2007 and
July 1, 2006 has been derived from unaudited consolidated
financial statements filed with the Securities and Exchange
Commission and incorporated by reference herein and, in the
opinion of management, contains all adjustments, consisting only
of normal recurring adjustments, necessary for the fair
presentation of the financial position and results of operations
of Motorola, Inc. and its subsidiaries as of and for such
periods. Operating results for the six months ended
June 30, 2007 are not necessarily indicative of the results
that may be expected for the entire year ending
December 31, 2007. See Recent Developments.
This information is qualified in its entirety by, and should be
read in conjunction with, the consolidated financial statements,
the notes thereto, and Managements Discussion and
Analysis of Financial Condition and Results of Operations
for Motorola incorporated by reference herein.
S-3
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Six months
ended
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|
|
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|
June 30,
|
|
|
July 1,
|
|
|
Years ended
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2006
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
|
|
Operating Results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
18,165
|
|
|
$
|
20,452
|
|
|
$
|
42,847
|
|
$
|
35,310
|
|
|
$
|
29,680
|
|
|
$
|
21,718
|
|
|
$
|
22,105
|
|
Cost of sales
|
|
|
13,258
|
|
|
|
14,164
|
|
|
|
30,120
|
|
|
23,881
|
|
|
|
19,715
|
|
|
|
14,567
|
|
|
|
14,812
|
|
|
|
|
|
|
|
Gross margin
|
|
|
4,907
|
|
|
|
6,288
|
|
|
|
12,727
|
|
|
11,429
|
|
|
|
9,965
|
|
|
|
7,151
|
|
|
|
7,293
|
|
Selling, general and administrative expenses
|
|
|
2,609
|
|
|
|
2,223
|
|
|
|
4,504
|
|
|
3,628
|
|
|
|
3,508
|
|
|
|
3,084
|
|
|
|
3,703
|
|
Research and development expenditures
|
|
|
2,232
|
|
|
|
1,999
|
|
|
|
4,106
|
|
|
3,600
|
|
|
|
3,316
|
|
|
|
2,849
|
|
|
|
2,777
|
|
Other charges (income)
|
|
|
590
|
|
|
|
(305
|
)
|
|
|
25
|
|
|
(404
|
)
|
|
|
149
|
|
|
|
77
|
|
|
|
1,384
|
|
|
|
|
|
|
|
Operating earnings (losses)
|
|
|
(524
|
)
|
|
|
2,371
|
|
|
|
4,092
|
|
|
4,605
|
|
|
|
2,992
|
|
|
|
1,141
|
|
|
|
(571
|
)
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net
|
|
|
73
|
|
|
|
137
|
|
|
|
326
|
|
|
71
|
|
|
|
(200
|
)
|
|
|
(296
|
)
|
|
|
(347
|
)
|
Gains on sales of investments and businesses, net
|
|
|
4
|
|
|
|
156
|
|
|
|
41
|
|
|
1,845
|
|
|
|
460
|
|
|
|
540
|
|
|
|
81
|
|
Other
|
|
|
16
|
|
|
|
107
|
|
|
|
151
|
|
|
(109
|
)
|
|
|
(140
|
)
|
|
|
(141
|
)
|
|
|
(1,343
|
)
|
|
|
|
|
|
|
Total other income (expense)
|
|
|
93
|
|
|
|
400
|
|
|
|
518
|
|
|
1,807
|
|
|
|
120
|
|
|
|
103
|
|
|
|
(1,609
|
)
|
|
|
|
|
|
|
Earnings (loss) from continuing operations before income taxes
|
|
|
(431
|
)
|
|
|
2,771
|
|
|
|
4,610
|
|
|
6,412
|
|
|
|
3,112
|
|
|
|
1,244
|
|
|
|
(2,180
|
)
|
Income tax expense (benefit)
|
|
|
(175
|
)
|
|
|
766
|
|
|
|
1,349
|
|
|
1,893
|
|
|
|
1,013
|
|
|
|
403
|
|
|
|
(760
|
)
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
|
(256
|
)
|
|
|
2,005
|
|
|
|
3,261
|
|
|
4,519
|
|
|
|
2,099
|
|
|
|
841
|
|
|
|
(1,420
|
)
|
Earnings (loss) from discontinued operations, net of tax
|
|
|
47
|
|
|
|
65
|
|
|
|
400
|
|
|
59
|
|
|
|
(567
|
)
|
|
|
52
|
|
|
|
(1,065
|
)
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
(209
|
)
|
|
$
|
2,070
|
|
|
$
|
3,661
|
|
$
|
4,578
|
|
|
$
|
1,532
|
|
|
$
|
893
|
|
|
$
|
(2,485
|
)
|
|
|
|
|
|
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
|
$
|
(0.11
|
)
|
|
$
|
0.81
|
|
|
$
|
1.33
|
|
$
|
1.83
|
|
|
$
|
0.89
|
|
|
$
|
0.36
|
|
|
$
|
(0.62
|
)
|
Discontinued Operations
|
|
|
0.02
|
|
|
|
0.03
|
|
|
|
0.17
|
|
|
0.02
|
|
|
|
(0.24
|
)
|
|
|
0.02
|
|
|
|
(0.47
|
)
|
|
|
|
|
|
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.84
|
|
|
$
|
1.50
|
|
$
|
1.85
|
|
|
$
|
0.65
|
|
|
$
|
0.38
|
|
|
$
|
(1.09
|
)
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
|
$
|
(0.11
|
)
|
|
$
|
0.79
|
|
|
$
|
1.30
|
|
$
|
1.79
|
|
|
$
|
0.87
|
|
|
$
|
0.36
|
|
|
$
|
(0.62
|
)
|
Discontinued Operations
|
|
|
0.02
|
|
|
|
0.03
|
|
|
|
0.16
|
|
|
0.02
|
|
|
|
(0.23
|
)
|
|
|
0.02
|
|
|
|
(0.47
|
)
|
|
|
|
|
|
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.82
|
|
|
$
|
1.46
|
|
$
|
1.81
|
|
|
$
|
0.64
|
|
|
$
|
0.38
|
|
|
$
|
(1.09
|
)
|
|
|
|
|
|
|
Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
34,613
|
|
|
$
|
36,004
|
|
|
$
|
38,593
|
|
$
|
35,802
|
|
|
$
|
30,922
|
|
|
$
|
31,999
|
|
|
$
|
31,152
|
|
Long-term debt and redeemable preferred securities
|
|
|
2,590
|
|
|
|
3,758
|
|
|
|
2,704
|
|
|
3,806
|
|
|
|
4,581
|
|
|
|
6,007
|
|
|
|
6,477
|
|
Total debt and redeemable preferred securities
|
|
|
4,365
|
|
|
|
4,248
|
|
|
|
4,397
|
|
|
4,254
|
|
|
|
5,298
|
|
|
|
6,876
|
|
|
|
7,975
|
|
Total stockholders equity
|
|
|
14,963
|
|
|
|
17,277
|
|
|
|
17,142
|
|
|
16,673
|
|
|
|
13,331
|
|
|
|
12,689
|
|
|
|
11,239
|
|
|
|
S-4
Ratios of
earnings to fixed charges
The following are the unaudited consolidated ratios of earnings
to fixed charges for the six months ended June 30, 2007 and
each of the years in the five-year period ended
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
months ended
|
|
Years
ended December 31,
|
|
June 30,
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
|
|
|
|
0.0(1)
|
|
|
12.2
|
|
|
16.7
|
|
|
7.9
|
|
|
3.1
|
|
|
0.0
|
(2)
|
|
|
|
|
|
(1)
|
|
Earnings were inadequate to cover
fixed charges for the six months ended June 30, 2007 by
approximately $0.4 billion.
|
|
(2)
|
|
Earnings were inadequate to cover
fixed charges for the year ended December 31, 2002 by
approximately $2.2 billion.
|
For purposes of computing the ratios of earnings to fixed
charges, we have divided earnings before income tax expense plus
fixed charges by fixed charges. Fixed charges consist of
interest costs and estimated interest included in rentals
(one-third of net rental expense).
S-5
The
offering
|
|
|
Issuer |
|
Motorola, Inc. |
|
Securities Offered |
|
$400 million aggregate principal amount of
5.375% Senior Notes due November 15, 2012 (the
2012 notes), $400 million aggregate principal
amount of 6.000% Senior Notes due November 15, 2017
(the 2017 notes) and $600 million aggregate
principal amount of 6.625% Senior Notes due November 15,
2037 (the 2037 notes). |
|
Maturity |
|
The 2012 notes will mature on November 15, 2012, the 2017
notes will mature on November 15, 2017 and the 2037 notes
will mature on November 15, 2037, in each case unless
earlier redeemed or repurchased. |
|
Interest Rate |
|
The 2012 notes will bear interest from November 1, 2007 at
the rate of 5.375% per annum, the 2017 notes will bear interest
from November 1, 2007 at the rate of 6.000% per annum and
the 2037 notes will bear interest from November 1, 2007 at
the rate of 6.625% per annum. |
|
Interest Payment Dates |
|
May 15 and November 15 of each year, beginning
May 15, 2008. |
|
Ranking of Notes |
|
The notes are unsecured and will rank equally in right of
payment with all of our other existing and future senior
unsecured indebtedness. The notes will effectively rank junior
to all secured indebtedness of Motorola to the extent of the
assets securing such indebtedness, and to all liabilities of its
subsidiaries. As of the date of this prospectus supplement,
Motorola did not have any outstanding secured indebtedness and,
as of September 29, 2007, Motorolas subsidiaries had
approximately $7.1 billion of outstanding liabilities,
including trade payables but excluding intercompany liabilities. |
|
|
|
Claims of creditors of Motorolas subsidiaries generally
will have priority with respect to the assets and earnings of
such subsidiaries over the claims of Motorolas creditors,
including holders of the notes. Accordingly, the notes will be
effectively subordinated to creditors, including trade creditors
and preferred stockholders, if any, of Motorolas
subsidiaries. |
|
Sinking Fund |
|
None. |
|
Optional Redemption |
|
We may redeem the notes of each series, in whole or in part, at
any time at redemption prices determined as set forth under the
heading Description of The NotesOptional
Redemption. |
|
Change of Control Repurchase Event |
|
Upon the occurrence of a change of control repurchase
event, as defined under Description of The
NotesPurchase of Notes upon a Change of Control Repurchase
Event, we will be required to make an offer to purchase
the notes at a price equal to 101% of their principal amount,
plus accrued and unpaid interest to, but not including, the date
of repurchase. |
S-6
|
|
|
Certain Covenants |
|
The indenture governing the notes contains covenants limiting
our ability and our subsidiaries ability to: |
|
|
|
create certain liens;
|
|
|
enter into sale and leaseback transactions; and
|
|
|
consolidate or merge with, or convey, transfer or
lease all or substantially all our assets to, another person.
|
|
|
|
However, each of these covenants is subject to a number of
significant exceptions. You should read Description of
Debt SecuritiesRestrictive Covenants in the
accompanying prospectus for a description of these covenants. |
|
Form and Denominations |
|
We will issue the notes in fully registered form only in
denominations of $2,000 and integral multiples of $1,000 in
excess thereof. Each of the notes will be represented by one or
more global securities registered in the name of a nominee of
The Depository Trust Company, or DTC. |
|
|
|
You will hold beneficial interests in the notes through DTC, and
DTC and its direct and indirect participants will record your
beneficial interests in their books. We will not issue
certificated notes. |
|
Further Issuances |
|
We may create and issue additional notes ranking equally with
the notes of each series initially offered in this offering and
otherwise similar in all respects (other than the issue date and
public offering price or the first payment of interest following
the issue date of such further notes). These additional notes
would be consolidated and form a single series with the notes of
the relevant series. |
|
Use of Proceeds |
|
We intend to use the net proceeds of this offering to retire our
$1.2 billion of 4.608% senior notes due
November 16, 2007 and for general corporate purposes. |
|
Absence of Public Market for the Notes |
|
The notes are a new issue of securities and there is currently
no established trading market for the notes. We do not intend to
apply for a listing of the notes on any securities exchange or
an automated dealer quotation system. Accordingly, there can be
no assurance as to the development or liquidity of any market
for the notes. The underwriters have advised us that they
currently intend to make a market in the notes. However, they
are not obligated to do so, and any market making with respect
to the notes may be discontinued at any time without notice. |
|
Governing Law |
|
New York. |
S-7
Investing in the notes involves risk. We are subject to
various regulatory, operating and other risks as a result of the
nature of our operations and the marketplace in which we
operate. Many of these risks are beyond our control and several
pose significant challenges to our business, operations,
revenues, net income and cash flows. These risks are described
in Part I, Item 1A, Risk Factors, of our annual report
on
Form 10-K
for the year ended December 31, 2006, in Part II,
Item 1A, Risk Factors, of our quarterly report on
Form 10-Q
for the quarter ended March 31, 2007 and in Part II,
Item 1A, Risk Factors, of our quarterly report on
Form 10-Q
for the quarter ended June 30, 2007. The risks described
therein are not the only ones we face. Additional risks of which
we are not presently aware or that we currently believe are
immaterial may also harm our business. Our business, results of
operations and financial condition may be materially adversely
affected due to any of these risks. In deciding whether to
invest in the notes, you should carefully consider these risks
and the risks described below in addition to the other
information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus.
Risks Related to
the Notes
Because the
notes are not secured and are effectively subordinated to the
rights of secured creditors, the notes will be subject to the
prior claims of any secured creditors, and if a default occurs,
we may not have sufficient funds to fulfill our obligations
under the notes.
The notes are unsecured obligations, ranking equally with other
senior unsecured indebtedness. Although we do not currently have
any secured indebtedness, the indenture governing the notes
permits us to incur secured debt under specified circumstances.
If we incur secured debt, our assets will be subject to prior
claims by our secured creditors. In the event of bankruptcy,
insolvency, liquidation, reorganization, dissolution or other
winding up of Motorola, assets that secure debt will be
available to pay obligations on the notes only after all debt
secured by those assets has been repaid in full. Holders of the
notes will participate in any remaining assets ratably with all
of their respective unsecured and unsubordinated creditors,
including trade creditors. If Motorola incurs any additional
obligations that rank equally with the notes, including trade
payables, the holders of those obligations will be entitled to
share ratably with the holders of the notes in any proceeds
distributed upon our bankruptcy, insolvency, liquidation,
reorganization, dissolution or other winding up. This may have
the effect of reducing the amount of proceeds paid to you. If
there are not sufficient assets remaining to pay all these
creditors, all or a portion of the notes then outstanding would
remain unpaid.
We may depend
on the receipt of dividends or other intercompany transfers from
our subsidiaries to meet our obligations under the notes. Claims
of creditors of our subsidiaries may have priority over your
claims with respect to the assets and earnings of our
subsidiaries.
The notes are our obligations exclusively and not of any of our
subsidiaries. We conduct a portion of our operations through our
subsidiaries. We may therefore be dependent upon dividends or
other intercompany transfers of funds from our subsidiaries in
order to meet our obligations under the notes and to meet our
other obligations. However, our subsidiaries are separate legal
entities that have no obligation to pay any amounts due under
the notes or to make any funds available therefor, whether by
dividends, loans or other payments. Generally, creditors of our
subsidiaries will have claims to the assets and earnings of our
subsidiaries that are superior to the claims of our creditors,
except to the extent the claims of our creditors are
S-8
guaranteed by our subsidiaries. As of September 29, 2007,
our subsidiaries accounted for approximately $12.5 billion,
or 36%, of our total consolidated assets, excluding intercompany
balances, and had approximately $7.1 billion of outstanding
liabilities, including trade payables but excluding intercompany
liabilities.
In the event of the bankruptcy, insolvency, liquidation,
reorganization, dissolution or other winding up of Motorola, the
holders of the notes may not receive any amounts with respect to
the notes until after the payment in full of the claims of
creditors of our subsidiaries.
We are
permitted to incur more debt, which may intensify the risks
associated with our current leverage, including the risk that we
will be unable to service our debt.
The indenture governing the notes does not limit the amount of
additional debt that we may incur. If we incur additional debt,
the risks associated with our leverage, including the risk that
we will be unable to service our debt, will increase.
The provisions
in the indenture that govern the notes relating to change of
control transactions will not necessarily protect you in the
event of a highly leveraged transaction.
The provisions contained in the indenture will not necessarily
afford you protection in the event of a highly leveraged
transaction that may adversely affect you, including a
reorganization, restructuring, merger or other similar
transaction involving us. These transactions may not involve a
change in voting power or beneficial ownership or, even if they
do, may not involve a change of the magnitude required under the
definition of change of control repurchase event to trigger
these provisions, notably, that the transactions are accompanied
or followed within 90 days by a downgrade in the rating of
the notes offered under this prospectus supplement. Except as
described under Description of NotesPurchase of
Notes upon a Change of Control Repurchase Event, the
indenture does not contain provisions that permit the holders of
the notes to require us to repurchase the notes in the event of
a takeover, recapitalization or similar transaction.
We may not be
able to repurchase all of the notes upon a change of control
repurchase event.
As described under Description of NotesPurchase of
Notes upon a Change of Control Repurchase Event, we will
be required to offer to repurchase the notes upon the occurrence
of a change of control repurchase event. We may not have
sufficient funds to repurchase the notes in cash at such time or
have the ability to arrange necessary financing on acceptable
terms. In addition, our ability to repurchase the notes for cash
may be limited by law or the terms of other agreements relating
to our indebtedness outstanding at the time.
There is no
prior market for the notes. If one develops, it may not be
liquid.
We do not intend to list the notes on any national securities
exchange or to seek their quotation on any automated dealer
quotation system. We cannot assure you that any liquid market
for the notes will ever develop or be maintained. The
underwriters have advised us that they currently intend to make
a market in the notes following the offering. However, the
underwriters have no obligation to make a market in the notes
and they may stop at any time without notice. Further, there can
be no assurance as to the liquidity of any market that may
develop for the notes, your ability to sell your notes or the
price at which you will be able to sell your notes. Future
trading prices of the notes will depend on many factors,
including
S-9
prevailing interest rates, our financial condition and results
of operations, the then-current ratings assigned to the notes
and the market for similar securities. Any trading market that
develops would be affected by many factors independent of and in
addition to the foregoing, including:
|
|
|
time remaining to the maturity of the notes;
|
|
outstanding amount of the notes;
|
|
the terms related to optional redemption of the notes; and
|
|
level, direction and volatility of market interest rates
generally.
|
Ratings of the
notes may change after issuance and affect the market price and
marketability of the notes.
We currently expect that, prior to issuance, the notes will be
rated by Moodys Investors Service Inc.,
Standard & Poors and Fitch Investor Services.
Such ratings are limited in scope, and do not address all
material risks relating to an investment in the notes, but
rather reflect only the view of each rating agency at the time
the rating is issued. An explanation of the significance of such
rating may be obtained from such rating agency. There is no
assurance that such credit ratings will be issued or remain in
effect for any given period of time or that such ratings will
not be lowered, suspended or withdrawn entirely by the rating
agencies, if, in each rating agencys judgment,
circumstances so warrant. It is also possible that such ratings
may be lowered in connection with future events, such as future
acquisitions. Any lowering, suspension or withdrawal of such
ratings may have an adverse effect on the market price or
marketability of the notes. In addition, any decline in the
ratings of the notes may make it more difficult for us to raise
capital on acceptable terms.
S-10
Special
note on forward-looking statements
This prospectus supplement, including the documents that are and
will be incorporated by reference into this prospectus
supplement, contains forward-looking statements that are based
upon our current expectations, estimates and projections about
our business and our industry, and that reflect our beliefs and
assumptions based upon information available to us at the date
of the document in which the statement appears. In some cases,
you can identify these statements by words such as
may, might, will,
should, expects, intends,
plans, anticipates,
believes, estimates,
predicts, potential or
continue, and other similar terms. These
forward-looking statements include, among other things,
projections of our future financial performance, our anticipated
growth, our strategies and trends we anticipate in our
businesses and the markets in which we operate and the
competitive nature and anticipated growth of those markets.
We caution investors that forward-looking statements are only
predictions, based upon our current expectations about future
events. These forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties and
assumptions that are difficult to predict. Our actual results,
performance or achievements could differ materially from those
expressed or implied by the forward-looking statements. The
important factors that could cause our results to differ include
those discussed under the section entitled Risk
Factors in this prospectus supplement, as well as under
Part I, Item 1A, Risk Factors of our
Form 10-K
for the fiscal year ended December 31, 2006,
Part II, Item 1A, Risk Factors of our
Form 10-Q
for the quarter ended March 31, 2007, Part II,
Item 1A, Risk Factors of our
Form 10-Q
for the quarter ended June 30, 2007 and similar sections in
the other documents incorporated into this prospectus supplement
and accompanying prospectus by reference. We encourage you to
read these sections carefully. We caution investors not to rely
on these forward-looking statements, which reflect
managements analysis only as of the date of the document
in which the statement appears. We undertake no obligation to
revise or update any forward-looking statement for any reason,
except as required by law.
The net proceeds to be received by us from the offering, after
deducting the underwriting discount and estimated expenses, are
estimated to be approximately $1.384 billion. We intend to
use the aggregate net proceeds from the offering of the notes to
retire our $1.2 billion of 4.608% senior notes due
November 16, 2007 and for general corporate purposes.
S-11
The following table sets forth our consolidated short-term debt
and capitalization as of June 30, 2007:
|
|
|
on an actual basis, and
|
|
|
on an as adjusted basis to give effect to the sale of the notes,
and the anticipated application of the estimated net proceeds
therefrom to retire our $1.2 billion of 4.608% senior
notes due November 16, 2007.
|
From time to time, we may issue additional debt or equity
securities. This table should be read in conjunction with
Summary Consolidated Financial Data appearing
elsewhere in this prospectus supplement and our consolidated
financial statements, including the notes thereto, which are
incorporated herein by reference.
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2007
|
|
(In
millions of dollars)
|
|
Actual
|
|
|
As
adjusted
|
|
|
|
|
Short-Term Debt
|
|
|
|
|
|
|
|
|
Commercial paper
|
|
$
|
300
|
|
|
$
|
300
|
|
Notes payable and other short-term debt
|
|
|
174
|
|
|
|
174
|
|
Current portion of long-term debt
|
|
|
1,301
|
|
|
|
101
|
|
|
|
|
|
|
|
Total short-term debt
|
|
$
|
1,775
|
|
|
$
|
575
|
|
|
|
|
|
|
|
Long-Term Debt
|
|
|
|
|
|
|
|
|
Senior notes and debentures
|
|
$
|
3,852
|
|
|
$
|
2,652
|
|
Other senior debt
|
|
|
39
|
|
|
|
39
|
|
Notes offered hereby
|
|
|
|
|
|
|
1,400
|
|
Less current portion of long-term debt
|
|
|
(1,301
|
)
|
|
|
(101
|
)
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
2,590
|
|
|
$
|
3,990
|
|
|
|
|
|
|
|
Stockholders Equity
|
|
|
|
|
|
|
|
|
Preferred stock (none issued)
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
6,885
|
|
|
|
6,885
|
|
Additional paid-in capital
|
|
|
950
|
|
|
|
950
|
|
Retained earnings
|
|
|
8,665
|
|
|
|
8,665
|
|
Non-owner changes to equity
|
|
|
(1,537
|
)
|
|
|
(1,537
|
)
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
14,963
|
|
|
|
14,963
|
|
|
|
|
|
|
|
Total capitalization (including short-term debt)
|
|
$
|
19,328
|
|
|
$
|
19,528
|
|
|
|
|
|
|
|
S-12
Selected provisions of the notes are summarized below. This
summary supplements and, to the extent inconsistent with,
replaces the description of the debt securities under the
caption Description of Debt Securities in the
accompanying prospectus. You should read the following
information in conjunction with the statements under
Description of Debt Securities in the accompanying
prospectus.
The notes will be issued under an indenture (the
indenture) between Motorola and The Bank of New York
Trust Company, N.A., as trustee (the trustee).
The following summary of provisions of the indenture and the
notes does not purport to be complete and is subject to, and
qualified in its entirety by reference to, all of the provisions
of the indenture, including definitions therein of certain terms
and provisions made a part of the indenture by reference to the
Trust Indenture Act of 1939, as amended (the
Trust Indenture Act). This summary may not
contain all the information that you may find useful. You should
read the indenture, a copy of which is available from Motorola
upon request. The indenture is an exhibit to the registration
statement of which the prospectus attached to this prospectus
supplement is a part. References to Motorola in this
section of this prospectus supplement are, unless the context
otherwise indicates, only to Motorola, Inc. and not to any of
its subsidiaries.
General
The notes will have the following basic terms:
|
|
|
the notes of each series will be senior unsecured obligations of
Motorola and will rank equally with all other existing and
future unsecured and unsubordinated debt obligations of Motorola;
|
|
|
the notes are obligations exclusively of Motorola and are not
guaranteed by any of its subsidiaries;
|
|
|
the 2012 notes initially will be limited to $400 million
aggregate principal amount, the 2017 notes initially will be
limited to $400 million aggregate principal amount and the
2037 notes initially will be limited to $600 million
aggregate principal amount (subject in each case to the rights
of Motorola to issue additional notes of each series as
described under Further Issuances below);
|
|
|
the 2012 notes will accrue interest at a rate of 5.375% per
year, the 2017 notes will accrue interest at a rate of 6.000%
per year and the 2037 notes will accrue interest at a rate of
6.625% per year;
|
|
|
interest will accrue on the notes of each series from the most
recent interest payment date to or for which interest has been
paid or duly provided for (or if no interest has been paid or
duly provided for, from the issue date of the notes), payable
semiannually in arrears on May 15 and November 15 of
each year, beginning on May 15, 2008;
|
|
|
the 2012 notes will mature on November 15, 2012, the 2017
notes will mature on November 15, 2017 and the 2037 notes
will mature on November 15, 2037, in each case unless
redeemed or repurchased prior to that date;
|
|
|
Motorola may redeem the notes of each series, in whole or in
part, at any time at its option as described under
Optional Redemption below;
|
|
|
Motorola may be required to repurchase the notes of each series
in whole or in part at the option of the holders in connection
with the occurrence of a change of control repurchase
|
S-13
event as described under Purchase of Notes
upon a Change of Control Repurchase Event below;
|
|
|
the notes of each series will be issued in registered form in
denominations of $2,000 and integral multiples of $1,000 in
excess thereof;
|
|
|
the notes of each series will be represented by one or more
global notes registered in the name of a nominee of DTC (see
Book-entry, Delivery and Form; Global Notes
below); and
|
|
|
the notes of each series will be exchangeable and transferable
at the office or agency of Motorola maintained for such purposes
(which initially will be the corporate trust office of the
trustee).
|
Interest on each note will be paid to the person in whose name
that note is registered at the close of business on May 1
or November 1, as the case may be, immediately preceding
the relevant interest payment date. Interest on the notes will
be computed on the basis of a
360-day year
comprised of twelve
30-day
months.
If any interest or other payment date of a note falls on a day
that is not a business day, the required payment of principal,
premium, if any, or interest will be due on the next succeeding
business day as if made on the date that the payment was due,
and no interest will accrue on that payment for the period from
and after that interest or other payment date, as the case may
be, to the date of that payment on the next succeeding business
day. The term business day means, with respect to
any note, any day other than a Saturday, a Sunday or a day on
which banking institutions or trust companies in New York City
are authorized or required by law, regulation or executive order
to close.
The notes will not be subject to any sinking fund.
Motorola may, subject to compliance with applicable law, at any
time purchase notes in the open market or otherwise.
Ranking
The notes will be senior unsecured obligations of Motorola and
will rank equally in right of payment with all existing and
future unsecured and unsubordinated obligations of Motorola. As
of September 29, 2007, Motorola had $4.2 billion of senior
unsecured indebtedness outstanding.
The notes will effectively rank junior in right of payment to
all existing and future secured indebtedness of Motorola to the
extent of the assets securing such indebtedness, and to all
existing and future liabilities of its subsidiaries, including
indebtedness and trade payables. As of the date of this
prospectus supplement, Motorola did not have any outstanding
secured indebtedness. Motorola derives a portion of its
operating income and cash flow from its subsidiaries. Therefore,
Motorolas ability to make payments when due to the holders
of the notes is, in large part, dependent upon the receipt of
sufficient funds from its subsidiaries.
Claims of creditors of Motorolas subsidiaries generally
will have priority with respect to the assets and earnings of
such subsidiaries over the claims of Motorolas creditors,
including holders of the notes. Accordingly, the notes will be
effectively subordinated to creditors, including trade creditors
and preferred stockholders, if any, of Motorolas
subsidiaries. As of September 29, 2007, Motorolas
subsidiaries had approximately $7.1 billion of outstanding
liabilities, including trade payables but excluding intercompany
liabilities.
S-14
Optional
Redemption
Motorola may redeem the notes of each series at its option at
any time, either in whole or in part. If Motorola elects to
redeem the notes of a series, it will pay a redemption price
equal to the greater of the following amounts, plus, in each
case, accrued and unpaid interest thereon to, but not including,
the redemption date:
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100% of the aggregate principal amount of the notes to be
redeemed on the redemption date; or
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as determined by the Independent Investment Banker, the sum of
the present values of the Remaining Scheduled Payments (not
including any portion of payments of interest accrued as of the
redemption date).
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In determining the present values of the Remaining Scheduled
Payments, Motorola will discount such payments to the redemption
date on a semi-annual basis (assuming a
360-day year
consisting of twelve
30-day
months) using a discount rate equal to the Treasury Rate plus
0.25% (25 basis points) in the case of the 2012 notes, the
Treasury Rate plus 0.30% (30 basis points) in the case of
the 2017 notes, and the Treasury Rate plus 0.35% (35 basis
points) in the case of the 2037 notes.
The following terms are relevant to the determination of the
redemption price.
Comparable Treasury Issue means the United
States Treasury security selected by an Independent Investment
Banker as having an actual or interpolated maturity comparable
to the remaining term of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of
such notes.
Comparable Treasury Price means, with respect
to any redemption date, (1) the arithmetic average of the
Reference Treasury Dealer Quotations for such redemption date
after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the trustee obtains fewer than four
Reference Treasury Dealer Quotations, the arithmetic average of
all Reference Treasury Dealer Quotations for such redemption
date.
Independent Investment Banker means one of
the Reference Treasury Dealers, or their respective successors,
as may be appointed from time to time by Motorola; provided,
however, that if the foregoing ceases to be a primary
U.S. Government securities dealer in New York City (a
primary treasury dealer), Motorola will substitute
another primary treasury dealer.
Reference Treasury Dealer means
J.P. Morgan Securities Inc., Citigroup Global Markets Inc.
and Deutsche Bank Securities Inc., and each of their respective
successors, and any other primary treasury dealers selected by
Motorola.
Reference Treasury Dealer Quotations means,
with respect to each Reference Treasury Dealer and any
redemption date, the arithmetic average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the trustee by such Reference
Treasury Dealer as of 5:00 p.m., New York City time, on the
third business day preceding such redemption date.
Remaining Scheduled Payments means, with
respect to any note to be redeemed, the remaining scheduled
payments of the principal thereof and interest thereon that
would be due after the related redemption date but for such
redemption; provided, however, that, if such redemption date is
not an interest payment date with respect to such note, the
amount of the
S-15
next scheduled interest payment thereon will be reduced by the
amount of interest accrued thereon to such redemption date.
Treasury Rate means, with respect to any
redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity (computed as of the third business
day immediately preceding that redemption date) of the
Comparable Treasury Issue. In determining this rate, Motorola
will assume a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
A partial redemption of the notes of each series may be effected
pro rata or by lot or by such method as the trustee may deem
fair and appropriate and may provide for the selection for
redemption of portions (equal to the minimum authorized
denomination for the notes or any integral multiple thereof) of
the principal amount of notes of a denomination larger than the
minimum authorized denomination for the notes.
Notice of any redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to
each holder of the notes to be redeemed. Once notice of
redemption is mailed, the notes called for redemption will
become due and payable on the redemption date and at the
applicable redemption price, plus accrued and unpaid interest to
the redemption date.
Unless Motorola defaults in payment of the redemption price, on
and after the redemption date interest will cease to accrue on
the notes, or portions thereof, called for redemption. On or
before the redemption date, Motorola will deposit with a paying
agent (or the trustee) money sufficient to pay the redemption
price of and accrued interest on the notes to be redeemed on
that date. If less than all of the notes are to be redeemed, the
notes to be redeemed shall be selected by the trustee by a
method the trustee deems to be fair and appropriate.
Purchase of Notes
upon a Change of Control Repurchase Event
If a change of control repurchase event occurs, unless Motorola
has exercised its right to redeem the notes as described above,
Motorola will be required to make an offer to each holder of the
notes to repurchase all or any part (in excess of $2,000 and in
integral multiples of $1,000 in excess thereof) of that
holders notes at a repurchase price in cash equal to 101%
of the aggregate principal amount of the notes repurchased plus
any accrued and unpaid interest on the notes repurchased to, but
not including, the date of repurchase. Within 30 days
following any change of control repurchase event or, at the
option of Motorola, prior to any change of control, but after
the public announcement of the change of control, Motorola will
mail a notice to each holder, with a copy to the trustee,
describing the transaction or transactions that constitute or
may constitute the change of control repurchase event and
offering to repurchase the notes on the payment date specified
in the notice, which date will be no earlier than 30 days
and no later than 60 days from the date such notice is
mailed. The notice shall, if mailed prior to the date of
consummation of the change of control, state that the offer to
purchase is conditioned on a change of control repurchase event
occurring on or prior to the payment date specified in the
notice. Motorola will comply with the requirements of
Rule 14e-1
under the Exchange Act, and any other securities laws and
regulations to the extent those laws and regulations are
applicable in connection with the repurchase of the notes as a
result of a change of control repurchase event. To the extent
that the provisions of any securities laws or regulations
conflict with the change of control repurchase event provisions
of the notes, Motorola will comply with the applicable
securities laws and regulations and will not be
S-16
deemed to have breached its obligations under the change of
control repurchase event provisions of the notes by virtue of
compliance with such securities laws or regulations.
On the repurchase date following a change of control repurchase
event, Motorola will, to the extent lawful:
(1) accept for payment all the notes or portions of the
notes properly tendered pursuant to its offer;
(2) deposit with the paying agent an amount equal to the
aggregate purchase price in respect of all the notes or portions
of the notes properly tendered; and
(3) deliver or cause to be delivered to the trustee the
notes properly accepted, together with an officers
certificate stating the aggregate principal amount of notes
being purchased by Motorola.
The paying agent will promptly mail to each holder of notes
properly tendered the purchase price for the notes, and the
trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each holder a new note equal in
principal amount to any unpurchased portion of any notes
surrendered.
Motorola will not be required to make an offer to repurchase the
notes upon a change of control repurchase event if a third party
makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer made by Motorola
and such third party purchases all notes properly tendered and
not withdrawn under its offer.
The change of control repurchase event feature of the notes may
in certain circumstances make more difficult or discourage a
sale or takeover of Motorola and, thus, the removal of incumbent
management. The change of control repurchase event feature is a
result of negotiations between Motorola and the underwriters.
Motorola has no present intention to engage in a transaction
involving a change of control, although it is possible that
Motorola could decide to do so in the future. Subject to the
limitations discussed below, Motorola could, in the future,
enter into certain transactions, including acquisitions,
refinancings or other recapitalizations, that would not
constitute a change of control under the indenture, but that
could increase the amount of indebtedness outstanding at such
time or otherwise affect the capital structure of Motorola or
credit ratings of the notes. Restrictions on the ability of
Motorola to incur liens and enter into sale and leaseback
transactions are contained in the covenants as described in the
accompanying prospectus. Except for the limitations contained in
such covenants and the covenant relating to repurchases upon the
occurrence of a change of control repurchase event, however, the
indenture will not contain any covenants or provisions that may
afford holders of the notes protection in the event of a decline
in the credit quality of Motorola or a highly leveraged or
similar transaction involving Motorola.
Motorola may not have sufficient funds to repurchase all the
notes upon a change of control repurchase event. In addition,
even if it has sufficient funds, Motorola may be prohibited from
repurchasing the notes under the terms of its future debt
instruments. See Risk FactorsRisks Related to the
NotesWe may not be able to repurchase all of the notes
upon a change of control repurchase event.
S-17
For purposes of the foregoing discussion of a repurchase at the
option of holders, the following definitions are applicable:
change of control means the occurrence of any
of the following: (1) the direct or indirect sale, lease,
transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or
assets of Motorola and its subsidiaries taken as a whole to any
person (as that term is used in Section 13(d)
and Section 14(d) of the Exchange Act) or group of related
persons other than Motorola or its subsidiaries;
(2) the adoption of a plan relating to Motorolas
liquidation or dissolution; (3) the consummation of any
transaction (including, without limitation, any merger or
consolidation) the result of which is that any
person (as defined above) or group of related
persons becomes the beneficial owner (as defined in
Rules 13d-3
and 13d-5 of
the Exchange Act), directly or indirectly, of more than 50% of
the combined voting power of Motorolas stock or other
voting stock into which Motorolas voting stock is
reclassified, consolidated, exchanged or changed, measured by
voting power rather than number of shares; or (4) the first
day on which a majority of the members of the board of directors
of Motorola are not continuing directors.
change of control repurchase event means the
occurrence of both a change of control and a ratings event.
continuing directors means, as of any date of
determination, any member of the board of directors of Motorola
who (1) was a member of such board of directors on the date
of the issuance of the notes; or (2) was nominated for
election or elected to such board of directors with the approval
of a majority of the continuing directors who were members of
such board of directors at the time of such nomination or
election.
investment grade means a rating of Baa3 or
better by Moodys (or its equivalent under any successor
rating categories of Moodys); a rating of BBB-or better by
S&P (or its equivalent under any successor rating
categories of S&P); and the equivalent investment grade
credit rating from any additional rating agency or rating
agencies selected by Motorola.
Moodys means Moodys Investors
Service Inc. and its successors.
rating agency means (1) each of
Moodys and S&P; and (2) if either of
Moodys or S&P ceases to rate the notes or fails to
make a rating of the notes publicly available for reasons
outside of the control of Motorola, a nationally
recognized statistical rating organization within the
meaning of Section 3(a)(62) of the Exchange Act, selected
by Motorola (as certified by a resolution of the board of
directors of Motorola) as a replacement agency for Moodys
or S&P, or both, as the case may be.
rating category means (i) with respect
to S&P, any of the following categories: BBB, BB, B, CCC,
CC, C and D (or equivalent successor categories); (ii) with
respect to Moodys, any of the following categories: Baa,
Ba, B, Caa, Ca, C and D (or equivalent successor categories);
and (iii) the equivalent of any such category of S&P
or Moodys used by another rating agency. In determining
whether the rating of the notes has decreased by one or more
gradations, gradations within rating categories (+ and−for
S&P; 1, 2 and 3 for Moodys; or the equivalent
gradations for another rating agency) shall be taken into
account (e.g., with respect to S&P, a decline in a rating
from BB+ to BB, as well as from BB- to B+, will constitute a
decrease of one gradation).
S-18
rating date means the date which is
90 days prior to the earlier of (i) a change of
control or (ii) public notice of the occurrence of a change
of control or of the intention by Motorola to effect a change of
control.
ratings event means the occurrence of the
events described in (a) or (b) below on, or within
60 days after the earlier of, (i) the occurrence of a
change of control or (ii) public notice of the occurrence
of a change of control or the intention by Motorola to effect a
change of control (which period shall be extended so long as the
rating of the notes is under publicly announced consideration
for a possible downgrade by any of the rating agencies):
(a) in the event the notes are rated by both rating
agencies on the rating date as investment grade, the rating of
the notes shall be reduced so that the notes are rated below
investment grade by both rating agencies, or (b) in the
event the notes (1) are rated investment grade by one
rating agency and below investment grade by the other rating
agency, the rating of the notes by either rating agency shall be
decreased by one or more gradations (including gradations within
rating categories, as well as between rating categories) so that
the notes are then rated below investment grade by both rating
agencies or (2) are rated below investment grade by both
rating agencies on the rating date, the rating of the notes by
either rating agency shall be decreased by one or more
gradations (including gradations within rating categories, as
well as between rating categories). Notwithstanding the
foregoing, a ratings event otherwise arising by virtue of a
particular reduction in rating shall not be deemed to have
occurred in respect of a particular change of control (and thus
shall not be deemed a ratings event for purposes of the
definition of change of control repurchase event hereunder) if
the rating agencies making the reduction in rating to which this
definition would otherwise apply do not announce or publicly
confirm or inform the trustee in writing at its request that the
reduction was the result, in whole or in part, of any event or
circumstance comprised of or arising as a result of, or in
respect of, the applicable change of control (whether or not the
applicable change of control shall have occurred at the time of
the ratings event).
S&P means Standard &
Poors Rating Services, a division of The McGraw-Hill
Companies, Inc., and its successors.
voting stock of any specified
person (as that term is used in
Section 13(d)(3) of the Exchange Act) as of any date means
the capital stock of such person that is at the time entitled to
vote generally in the election of the board of directors of such
person.
Further
Issuances
Motorola may from time to time, without notice to or the consent
of the holders of the notes, create and issue additional notes
of each series having the same terms as, and ranking equally and
ratably with, the notes of such series in all respects (except
for the issue date and, if applicable, the payment of interest
accruing prior to the issue date of such additional notes and
the first payment of interest following the issue date of such
additional notes). Such additional notes may be consolidated and
form a single series with, and will have the same terms as to
ranking, redemption, waivers, amendments or otherwise, as the
notes of the relevant series, and will vote together as one
class on all matters with respect to the notes of such series.
Book-entry;
Delivery and Form; Global Notes
The notes of each series will be represented by one or more
global notes in definitive, fully registered form without
interest coupons. Each global note will be deposited with the
trustee as custodian for DTC and registered in the name of a
nominee of DTC in New York, New York for the accounts of
participants in DTC.
S-19
Investors may hold their interests in a global note directly
through DTC if they are DTC participants, or indirectly through
organizations that are DTC participants. Holders of notes
represented by interests in a global note will not be entitled
to receive their notes in fully registered certificated form.
DTC has advised as follows: DTC is a limited-purpose trust
company organized under New York Banking Law, a banking
organization within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform
Commercial Code and a clearing agency registered
pursuant to the provisions of Section 17A of the Exchange
Act. DTC was created to hold securities of institutions that
have accounts with DTC (participants) and to
facilitate the clearance and settlement of securities
transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants,
thereby eliminating the need for physical movement of securities
certificates. DTCs participants include securities brokers
and dealers (which may include the underwriters), banks, trust
companies, clearing corporations and certain other
organizations. Access to DTCs book-entry system is also
available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial
relationship with a participant, whether directly or indirectly.
Governing
Law
The indenture and the notes will be governed by, and construed
in accordance with, the laws of the State of New York.
Regarding the
Trustee
The Bank of New York Trust Company, N.A. is the trustee
under the indenture and has also been appointed by Motorola to
act as registrar, transfer agent and paying agent for the notes.
The Bank of New York Trust Company, N.A. is trustee under
our indentures relating to:
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our 4.608% senior notes due November 16, 2007;
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our 6.50% notes due March 1, 2008;
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our 5.80% notes due October 15, 2008;
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our 7.625% notes due November 15, 2010;
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our 8.0% notes due November 1, 2011;
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our 7.5% debentures due May 15, 2025;
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our 6.5% debentures due September 1, 2025;
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our 6.5% debentures due November 15, 2028; and
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our 5.22% debentures due October 1, 2097.
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We maintain various banking relationships with The Bank of New
York Trust Company, N.A. and its affiliates. Mellon
Investor Services LLC, an affiliate of The Bank of New York
Trust Company, N.A., serves as our stock transfer,
registrar, dividend disbursing, direct stock purchase and
dividend reinvestment agent with respect to our common stock. In
addition, Mellon Bank, N.A., an affiliate of The Bank of New
York Trust Company, N.A., is one of our lenders under our
5-year
revolving credit facility.
The non-executive chair of our Board of Directors, Samuel C.
Scott, III, is also a member of the board of directors of
The Bank of New York.
S-20
Subject to the terms and conditions set forth in an underwriting
agreement dated the date of this prospectus supplement, we have
agreed to sell to each of the underwriters named below (for whom
J.P. Morgan Securities Inc., Citigroup Global Markets Inc.
and Deutsche Bank Securities Inc. are acting as
representatives), and each of the underwriters has severally
agreed to purchase, the respective principal amount of each
series of the notes set forth opposite its name below:
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Principal
amount
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Principal
amount
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Principal
amount
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Underwriter
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of
2012 notes
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of
2017 notes
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of
2037 notes
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J.P. Morgan Securities Inc.
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$
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220,000,000
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$
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220,000,000
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$
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330,000,000
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Citigroup Global Markets Inc.
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50,000,000
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50,000,000
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75,000,000
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Deutsche Bank Securities Inc.
|
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50,000,000
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50,000,000
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75,000,000
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Banc of America Securities LLC
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12,000,000
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12,000,000
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18,000,000
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Goldman, Sachs & Co.
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12,000,000
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12,000,000
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18,000,000
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HSBC Securities (USA) Inc.
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12,000,000
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12,000,000
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18,000,000
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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12,000,000
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12,000,000
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18,000,000
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ABN AMRO Incorporated
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8,000,000
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8,000,000
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12,000,000
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BMO Capital Markets
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8,000,000
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8,000,000
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12,000,000
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UBS Securities LLC
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8,000,000
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8,000,000
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12,000,000
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The Williams Capital Group, L.P.
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8,000,000
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8,000,000
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12,000,000
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Total
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$
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400,000,000
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$
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400,000,000
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$
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600,000,000
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Under the terms and conditions of the underwriting agreement, if
the underwriters take any of the notes, then the underwriters
are obligated to take and pay for all of the notes.
Each series of notes is a new issue of securities with no
established trading market and will not be listed on any
securities exchange. The underwriters have advised us that they
intend to make a market in the notes, but they have no
obligation to do so and may discontinue market making at any
time without providing notice. No assurances can be given as to
the liquidity of any trading market for the notes.
The underwriters initially propose to offer part of the notes
directly to the public at the offering prices described on the
cover page of this prospectus supplement and part to certain
dealers at a price that represents a concession not in excess of
0.350% of the principal amount in the case of the 2012 notes,
0.400% of the principal amount in the case of the 2017 notes and
0.500% of the principal amount in the case of the 2037 notes.
Any underwriter may allow, and any such dealer may reallow, a
concession to certain other dealers not in excess of 0.225% of
the principal amount in the case of the 2012 notes, 0.250% of
the principal amount in the case of the 2017 notes and 0.250% of
the principal amount in the case of the 2037 notes. After the
initial offering of the notes, the underwriters may from time to
time vary the offering price and other selling terms.
We have also agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities
Act of 1933, as amended, or to contribute to payments which the
underwriters may be required to make in respect of any such
liabilities.
S-21
We have agreed, during the period from the date of the
underwriting agreement until the business day immediately
following the delivery of the notes, not to offer, sell,
contract to sell or otherwise dispose of any debt securities
issued or guaranteed by us having a tenor of more than one year
without the prior written consent of the representatives.
In connection with the offering of the notes, the underwriters
may engage in transactions that stabilize, maintain or otherwise
affect the price of the notes. Specifically, the underwriters
may overallot in connection with the offering of the notes,
creating a syndicate short position. In addition, the
underwriters may bid for, and purchase, notes in the open market
to cover syndicate short positions or to stabilize the price of
the notes. Finally, the underwriting syndicate may reclaim
selling concessions allowed for distributing the notes in this
offering, if the syndicate repurchases previously distributed
notes in syndicate covering transactions, stabilization
transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the notes above independent
market levels. The underwriters are not required to engage in
any of these activities, and may end any of them at any time.
Expenses associated with this offering, to be paid by us, are
estimated to be $650,000.
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a Relevant
Member State), each underwriter has represented and agreed that,
with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the
Relevant Implementation Date), it has not made and will not make
an offer of notes to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the
notes which has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another
Relevant Member State and notified to the competent authority in
that Relevant Member State, all in accordance with the
Prospectus Directive, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of
notes to the public in that Relevant Member State at any time:
(a) to legal entities which are authorized or regulated to
operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities;
(b) to any legal entity which has two or more of
(1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than
43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or
consolidated accounts;
(c) to fewer than 100 natural or legal persons (other
than qualified investors as defined in the Prospectus Directive)
subject to obtaining the prior consent of the representatives
for any such offer; or
(d) in any other circumstances which do not require the
publication by the issuer of a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an
offer of notes to the public in relation to any
notes in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms
of the offer and the notes to be offered so as to enable an
investor to decide to purchase or subscribe for the notes, as
the same may be varied in that Relevant Member State by any
measure implementing the Prospectus Directive in that
S-22
Relevant Member State and the expression Prospectus Directive
means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
Each underwriter has represented and agreed that:
(a) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the Financial Services
and Markets Act (the FSMA)) received by it in
connection with the issue or sale of the notes in circumstances
in which Section 21(1) of the FSMA does not apply to the
issuer; and
(b) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the notes in, from or otherwise involving the United
Kingdom.
Certain underwriters and their respective affiliates have, from
time to time, performed various investment or commercial
banking, financial advisory and lending services for us in the
ordinary course of business for which they have received
customary fees and expenses. As three of our principal banking
relationships are with J.P. Morgan Securities Inc., Citigroup
Global Markets Inc. and Deutsche Bank Securities Inc., or one of
their respective affiliates, they provide several foreign
exchange and cash management services to us, including in some
cases by acting as counterparty to certain of our hedging
transactions, have extended several credit facilities to us,
have acted as our broker and agent in connection with our share
repurchase programs, and have served as escrow and/or paying
agent in connection with various acquisitions and divestitures
by us. J.P. Morgan Securities Inc. or one of its affiliates has
also provided mergers and acquisitions advisory services and is
an issuing and paying agent for various commercial paper we have
issued. In addition, Citigroup Global Markets Inc. or one of its
affiliates is our stock option administrator.
The validity of the notes will be passed upon for Motorola by
Jeffrey A. Brown of our Law Department and Winston &
Strawn LLP, Chicago, Illinois. Mr. Brown owns shares of our
common stock and holds options to purchase shares of our common
stock. Certain legal matters relating to the notes will be
passed upon for the underwriters by Sidley Austin LLP, Chicago,
Illinois. Sidley Austin LLP provides legal services to Motorola
from time to time.
The consolidated financial statements of Motorola, Inc. and its
subsidiaries as of December 31, 2006 and 2005, and for each
of the years in the three-year period ended December 31,
2006, and managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2006, have been incorporated by reference
herein and in the registration statement in reliance upon the
reports of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. The audit
report covering the December 31, 2006, consolidated
financial statements is dated August 3, 2007 and is
included in the current report on
Form 8-K
filed by the Company on August 3, 2007 and incorporated by
reference herein. The audit report covering managements
assessment of the effectiveness of internal control over
financial reporting as of December 31, 2006 is dated
February 28, 2007 and is included in the December 31,
2006 annual report on
S-23
Form 10-K
incorporated by reference herein. The audit report covering the
December 31, 2006, consolidated financial statements
contains an explanatory paragraph referring to the adoption by
Motorola of the provisions of Statement of Financial Accounting
Standards No. 123 (revised 2004), Share-Based
Payment, effective January 1, 2006 and Statement of
Financial Accounting Standards No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement
Plansan amendment of FASB Statements No. 87, 88, 106
and 132(R), effective December 31, 2006.
Where
you can find more information
We file annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
proxy statements and other reports, and amendments to these
reports, with the SEC. Our SEC filings are available to the
public on the Internet at the SECs website at
http://www.sec.gov.
You may also read and copy any document we file with the SEC at
its public reference facilities at Room 1580,
100 F Street, NE, Washington, DC 20549. You can also
obtain copies of the documents at prescribed rates by writing to
the Public Reference Room of the SEC at Room 1580,
100 F Street, NE, Washington, DC 20549. Please call
the SEC at
1-800-SEC-0330
for further information on the operation of the public reference
facilities. Our SEC filings are also available at the office of
the New York Stock Exchange. For further information on
obtaining copies of our public filings at the New York Stock
Exchange, you should call
(212) 656-3000.
Incorporation
of documents by reference
The SEC allows us to incorporate by reference the
information that we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is an
important part of this prospectus supplement and information
that we subsequently file with the SEC will automatically update
and supercede information in this prospectus supplement and in
our other filings with the SEC. We incorporate by reference in
this prospectus supplement the documents listed below, which we
have already filed with the SEC, and any future filings we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, or the Exchange
Act, until the offering of the notes under this prospectus
supplement is completed:
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Annual Report on
Form 10-K
for the year ended December 31, 2006;
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Quarterly Reports on
Form 10-Q
for the quarters ended June 30, 2007 and March 31,
2007; and
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Current Reports on
Form 8-K
filed on January 10, 2007 (with respect to Item 2.01
only), February 15, 2007 (with respect to Item 5.02 only),
February 20, 2007, February 28, 2007, March 21,
2007, as amended on March 27, 2007 (with respect to
Items 5.02 and 8.01 only), April 10, 2007,
May 14, 2007 (with respect to Item 5.02 only),
June 6, 2007, July 5, 2007, July 10, 2007,
July 17, 2007, July 30, 2007, August 3, 2007,
September 19, 2007, October 3, 2007 and
October 4, 2007.
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S-24
The information in this prospectus supplement about Motorola is
not comprehensive and you should also read the information in
the documents incorporated by reference into this prospectus
supplement. You may request a copy of these filings, other than
an exhibit to a filing, unless that exhibit is specifically
incorporated by reference into that filing, at no cost, by
writing or calling us at the following address:
A. Peter Lawson
Secretary, Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone:
(847) 576-5000
You can also find information about us at our Internet website
at
http://www.motorola.com.
Information contained on our website does not constitute part of
this prospectus supplement.
We have also filed a registration statement with the SEC
relating to the notes described in this prospectus supplement.
This prospectus supplement is part of the registration
statement. You may obtain from the SEC a copy of the
registration statement and exhibits that we filed with the SEC
when we registered the notes. The registration statement may
contain additional information that may be important to you.
S-25
PROSPECTUS
$2,000,000,000
Debt Securities and Debt
Securities Warrants
Common Stock and Common Stock Warrants
Stock Purchase Contracts and Stock Purchase Units
We may use this prospectus to offer and sell securities from
time to time. The types of securities we may sell include:
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unsecured senior debt securities
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unsecured subordinated debt securities
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warrants to purchase debt securities
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common stock
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warrants to purchase common stock
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stock purchase contracts
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stock purchase units
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units consisting of any combination of these securities
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We will provide the specific terms of these securities in
supplements to this prospectus prepared in connection with each
offering. The securities offered will contain other significant
terms and conditions. Please read this prospectus and the
applicable prospectus supplement carefully before you invest.
These securities have not been approved by the Securities and
Exchange Commission or any state securities commission, nor have
they determined if this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is October 29, 2007.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission using a
shelf registration process. You should read this
prospectus and the applicable prospectus supplement together
with the additional information described below under the
heading Where You Can Find More Information.
The registration statement that contains this prospectus
(including the exhibits) contains additional important
information about Motorola, Inc. and the securities offered
under this prospectus. Specifically, we have filed certain legal
documents that control the terms of the securities offered by
this prospectus as exhibits to the registration statement. We
will file certain other legal documents that control the terms
of the securities offered by this prospectus as exhibits to
reports we file with the SEC. That registration statement and
the other reports can be read at the SEC web site or at the SEC
offices mentioned under the heading Where You Can Find
More Information.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. Our SEC filings are
available to the public over the Internet at the SECs web
site at
http://www.sec.gov.
You may also read and copy any document we file with the SEC at
its public reference facilities at Room 1580,
100 F Street, NE, Washington, D.C. 20549. You can
also obtain copies of the documents at prescribed rates by
writing to the Public Reference Room of the SEC at
Room 1580, 100 F Street, NE,
Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on the operation of the public reference
facilities. Our SEC filings are also available at the office of
the New York Stock Exchange. For further information on
obtaining copies of our public filings at the New York Stock
Exchange, you should call
(212) 656-3000.
We incorporate by reference into this prospectus the
information we file with the SEC, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is an
important part of this prospectus and information that we file
subsequently with the SEC will automatically update this
prospectus. We incorporate by reference the documents listed
below and any filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the initial filing of the
registration statement that contains this prospectus and prior
to the time that we sell all the securities offered by this
prospectus:
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Annual Report on
Form 10-K
for the year ended December 31, 2006.
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Quarterly Reports on
Form 10-Q
for the quarters ended June 30, 2007 and March 31,
2007.
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Current Reports on
Form 8-K
filed on January 10, 2007 (with respect to Item 2.01
only), February 15, 2007 (with respect to Item 5.02
only), February 20, 2007, February 28, 2007,
March 21, 2007, as amended on March 27, 2007 (with
respect to Items 5.02 and 8.01 only), April 10, 2007,
May 14, 2007 (with respect to Item 5.02 only),
June 6, 2007, July 5, 2007, July 10, 2007,
July 17, 2007, July 30, 2007, August 3, 2007,
September 19, 2007, October 3, 2007 and
October 4, 2007.
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The description of our common stock included in the Registration
Statement on
Form 8-B
dated July 2, 1973, including any amendments or reports
filed for the purpose of updating such description.
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You may request a copy of these filings (other than exhibits,
unless that exhibit is specifically incorporated by reference
into that filing) at no cost, by writing to or telephoning us at
the following address:
A. Peter Lawson
Secretary, Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone:
(847) 576-5000
2
You should rely only on the information contained or
incorporated by reference in this prospectus or the applicable
prospectus supplement. We have not authorized anyone else to
provide you with different information. We may only use this
prospectus to sell securities if it is accompanied by a
prospectus supplement. We are only offering these securities in
states where the offer is permitted. You should not assume that
the information in this prospectus or the applicable prospectus
supplement is accurate as of any date other than the dates on
the front of those documents.
THE
COMPANY
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 consumers connect simply and seamlessly to the people,
information and entertainment that they 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.
Business
Segments
Motorola reports financial results for the following three
operating business segments:
Mobile
Devices
The Mobile Devices segment designs, manufactures, sells and
services wireless handsets with integrated software and
accessory products, and licenses intellectual property. In the
first six months of 2007, the segments net sales
represented 53% of Motorolas consolidated net sales.
Home
and Networks Mobility
The Home and Networks Mobility segment designs, manufactures,
sells, installs and services: (i) end-to-end digital video
system solutions and interactive set-top boxes, (ii) voice
and data modems for digital subscriber line and cable networks,
(iii) wireline broadband access systems, and
(iv) wireless access systems, including cellular
infrastructure systems, to cable and satellite television
operators, wireline carriers and wireless service providers. In
the first six months of 2007, the segments net sales
represented 27% of Motorolas consolidated net sales.
Enterprise
Mobility Solutions
The Enterprise Mobility Solutions segment designs, manufactures,
sells, installs and services analog and digital two-way radio,
voice and data communications products and systems for private
networks, wireless broadband systems and end-to-end enterprise
mobility solutions to a wide range of enterprise markets,
including government and public safety, as well as utility,
transportation, retail and other commercial customers. In the
first six months of 2007, the segments net sales
represented 20% of Motorolas consolidated net sales.
Motorola is a corporation organized under the laws of the State
of Delaware as the successor to an Illinois corporation
organized in 1928. Motorolas principal executive offices
are located at 1303 East Algonquin Road, Schaumburg, Illinois
60196 (telephone number
(847) 576-5000).
USE OF
PROCEEDS
Unless the applicable prospectus supplement provides otherwise,
we will use the net proceeds from the sale of the offered
securities for general corporate purposes.
3
RATIOS OF
EARNINGS TO FIXED CHARGES
The following are the unaudited consolidated ratios of earnings
to fixed charges for the six months ended June 30, 2007 and
each of the years in the five-year period ended
December 31, 2006:
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Six Months Ended
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Year Ended December 31,
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June 30, 2007
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2006
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2005
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2004
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2003
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2002
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0.0(1)
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12.2
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16.7
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7.9
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3.1
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0.0
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(2)
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Earnings were inadequate to cover fixed charges for the six
months ended June 30, 2007 by approximately $0.4 billion. |
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Earnings were inadequate to cover fixed charges for the year
ended December 31, 2002 by approximately $2.2 billion. |
For purposes of computing the ratios of earnings to fixed
charges, we have divided earnings before income tax expense plus
fixed charges by fixed charges. Fixed charges consist of
interest costs and estimated interest included in rentals
(one-third of net rental expense).
DESCRIPTION
OF DEBT SECURITIES
The following is a general description of the debt securities
that we may offer from time to time. The particular terms of the
debt securities offered by any prospectus supplement and the
extent, if any, to which the general provisions described below
may apply will be described in the applicable prospectus
supplement. We may also sell hybrid or novel securities now
existing or developed in the future that combine certain
features of debt securities and other securities described in
this prospectus.
The debt securities will be either senior debt securities or
subordinated debt securities. We will issue the senior
securities under the senior indenture dated
May 1, 1995 between us and The Bank of New York
Trust Company, N.A., or any successor trustee. We will
issue the subordinated securities under a
subordinated indenture between us and the trustee
named therein, or any successor trustee. The senior indenture
and the subordinated indenture are collectively referred to in
this prospectus as the indentures, and each of the
trustee under the senior indenture and the trustee under the
subordinated indenture are referred to in this prospectus as a
trustee. The indentures are included as exhibits to
our registration statement and the following description is
qualified in its entirety by reference to the provisions of the
indentures and the applicable prospectus supplement. You should
read these documents carefully to fully understand the terms of
the debt securities.
The numerical references in parentheses below are to sections of
the indentures. Unless otherwise indicated, capitalized terms
used in the following summary that are defined in the indentures
have the meanings used in the indentures. As used in this
Description of Debt Securities, the
company refers to Motorola, Inc. and does not,
unless the context otherwise indicates, include our subsidiaries.
General
The senior securities are unsubordinated obligations of the
company. They will be unsecured and will rank equally with each
other and all of our other unsubordinated debt, unless otherwise
indicated in the applicable prospectus supplement.
(section 301 of the senior indenture.) Each applicable
prospectus supplement will set forth, as of the most recent
practicable date, the aggregate amount of outstanding debt that
would rank junior to the senior securities. The subordinated
securities are subordinated in right of payment to the prior
payment in full of our senior indebtedness. See
Subordinated Indenture Provisions below.
The subordinated securities will be unsecured and will rank
equally with each other, unless otherwise indicated in the
applicable prospectus supplement. (section 301 of the
subordinated indenture.) We will set forth in each applicable
prospectus supplement, as of the most recent practicable date,
the aggregate amount of our outstanding debt that would rank
senior to the subordinated securities. The indentures do not
limit the aggregate principal amount of debt securities that we
may issue thereunder and provide that we may issue debt
securities thereunder from time to time in one or more series.
4
Terms
We will prepare a prospectus supplement for each series of debt
securities that we issue. Each prospectus supplement will set
forth the applicable terms of the debt securities to which it
relates, which may include the following:
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the title of the securities;
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any limit on the aggregate principal amount of the securities;
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the maturity;
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the interest rate or method of calculation of the interest rate
and the date from which interest will accrue;
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the interest payment dates and the record dates for payment of
interest, or the discount to face value and accretion rate in
the case of debt securities issued at a substantial discount to
the principal amount;
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the price and date of any optional redemption by us;
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our obligation, if any, to redeem the offered securities and any
requirement to maintain a sinking fund to support
such obligation;
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the terms of any repurchase or remarketing rights of third
parties;
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the currency or currencies in which we will pay principal or
interest;
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any conversion features; and
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whether the defeasance or covenant defeasance provisions of the
applicable indenture apply.
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We can also establish any other terms and conditions of the debt
securities to the extent they do not conflict with the terms of
the indentures. (section 301 of each indenture.) Therefore,
you must read the applicable indenture and prospectus supplement
carefully to understand the terms of any series of debt
securities.
Effective
Subordination
The debt securities will be our obligations exclusively. Since
our operations are partially conducted through subsidiaries,
primarily overseas, our cash flow and therefore our ability to
service debt, including the debt securities offered by the
applicable prospectus supplement, are partially dependent upon
the earnings of our subsidiaries and the distribution of those
earnings to, or upon loans or other payments of funds by those
subsidiaries to, us. Our subsidiaries are separate and distinct
legal entities and have no obligation to pay any amounts due
pursuant to the debt securities or to make any funds available
to us to repay our obligations, whether by dividends, loans or
other payments. In addition, the payment of dividends and the
making of loans and advances to us by our subsidiaries may be
subject to statutory or contractual restrictions, are contingent
upon the earnings of those subsidiaries and are subject to
various business considerations.
Any right of ours to receive assets of any of our subsidiaries
upon their liquidation or reorganization and therefore the right
of the holders of the debt securities to participate in those
assets will be effectively subordinated to the claims of that
subsidiarys creditors, including trade creditors.
No
Limitations on Other Debt
The general provisions of the indentures do not contain any
provisions that would limit our ability to incur indebtedness or
that would afford holders of debt securities protection in the
event of a highly leveraged or similar transaction involving us.
However, the indentures do restrict us and our domestic
subsidiaries from granting certain security interests on certain
of their property or assets unless the debt securities are
equally secured. See Restrictive
Covenants below.
5
Open-Ended
Indenture
The indentures are open-ended, meaning we may issue
a number of different series of debt securities, with different
terms and conditions, under each of the indentures.
(section 301 of each indenture.) There is no limit on the
amount of debt securities we can issue under either indenture,
and we already have issued a significant amount of debt
securities under the senior indenture.
Defeasance
and Covenant Defeasance
Under the indentures, we have the ability to take certain steps
to effect a defeasance or a covenant
defeasance. A defeasance allows us to be discharged from
any and all obligations in respect of a series of debt
securities except for certain obligations to register the
transfer or exchange of such debt securities, to replace
temporary, destroyed, stolen, lost or mutilated debt securities,
to maintain paying agencies and to hold monies for payment in
trust. A covenant defeasance allows us to stop complying with
certain restrictive covenants relating to:
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consolidation, merger, conveyance, transfer or lease;
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maintenance of our existence and properties;
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payment of taxes and other claims; and
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restrictions on secured debt and sale and leaseback transactions.
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A covenant defeasance also causes certain events specified in
the indentures to no longer be deemed an event of default under
the indentures.
To effect a defeasance or a covenant defeasance, we must deposit
with the applicable trustee an amount of money or
U.S. government securities that, through the payment of
interest and principal in respect thereof in accordance with
their terms, will provide money in an amount sufficient to pay
the principal of, and premium, if any, and each installment of
interest, if any, on the debt securities of such series at the
time such payments are due. We will remain liable for any
shortfall between the amount deposited with the trustee and the
amount due holders of debt securities upon any acceleration of
payment.
We may only effect a defeasance or a covenant defeasance if we
have provided a legal opinion that such action will not cause
holders of our debt securities to recognize income, gain or loss
for federal income tax purposes as a result and that holders
will be subject to federal income tax on the same amount and in
the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred. The
opinion, in the case of a defeasance, must refer to and be based
upon a ruling of the Internal Revenue Service or a change in
applicable Federal income tax law occurring after the date of
the applicable indenture.
We may further describe in the applicable prospectus supplement
the provisions, if any, regarding defeasance or covenant
defeasance with respect to the debt securities of a particular
series. (article fifteen of each indenture.)
Restrictive
Covenants
Restrictions
on Secured Debt
If we or any Domestic Subsidiary incurs or guarantees any Debt
secured by a Mortgage on any Principal Property or on any shares
of stock or Debt of any Domestic Subsidiary, we must secure the
debt securities of each series equally and ratably with (or
prior to) such secured Debt, unless, after giving effect to such
transaction, the aggregate amount of all such Debt so secured,
together with all Attributable Debt in respect of sale and
leaseback transactions involving Principal Properties, would not
exceed 5% of the Consolidated Net Tangible Assets of us and our
consolidated subsidiaries. See Restrictive
Covenants Restrictions on Sales and Leasebacks
below.
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This restriction does not apply to, and there will be excluded
from secured Debt in any computation under such restriction,
Debt secured by:
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Mortgages on property of, or on any shares of stock of or Debt
of, any corporation existing at the time such corporation
becomes a Domestic Subsidiary or at the time it is merged into
or consolidated with us or a Domestic Subsidiary;
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Mortgages in favor of us or a Domestic Subsidiary;
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Mortgages in favor of governmental bodies to secure progress or
advance payments;
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Mortgages on property, shares of stock or Debt existing at the
time of acquisition thereof, including acquisition through
merger or consolidation;
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purchase money Mortgages and Mortgages to secure the
construction cost of property; and
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any extension, renewal or refunding of any Mortgage referred to
above.
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Restrictions
on Sales and Leasebacks
Neither we nor any Domestic Subsidiary may enter into any sale
and leaseback transaction involving any Principal Property,
completion of construction and commencement of full operation of
which has occurred more than 180 days prior thereto, unless:
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we or such Domestic Subsidiary could mortgage such property as
provided for above under Restrictive
Covenants Restrictions on Secured Debt in an
amount equal to the Attributable Debt with respect to the sale
and leaseback transaction without equally and ratably securing
the debt securities of each series; or
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within 120 days, we apply to the retirement of our Funded
Debt an amount not less than the greater of:
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the net proceeds of the sale of the Principal Property leased
pursuant to such arrangement; or
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the fair market value of the Principal Property so leased,
subject to credits for certain voluntary retirements of Funded
Debt.
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This restriction will not apply to any sale and leaseback
transaction:
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between us and a Domestic Subsidiary or between Domestic
Subsidiaries; or
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involving the taking back of a lease for a period, including
renewals, of three years or less. (section 1011 of each
indenture.)
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Certain
Definitions
The following are certain key definitions used in the
descriptions above of restrictions on secured debt and sales and
leasebacks contained in the indentures. These and other
definitions are contained in the indentures. You should read the
applicable indenture to understand these restrictions fully.
Attributable Debt means the total net amount
of rent required to be paid during the remaining term of any
lease, discounted at the rate per annum borne by the senior
securities of each series, compounded annually.
Consolidated Net Tangible Assets means the
aggregate amount of assets, less applicable reserves and other
properly deductible items, after deducting from that net amount:
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all current liabilities, excluding any constituting Funded Debt
by reason of their being renewable or extendable; and
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goodwill and other intangibles. (section 1010 of each
indenture.)
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Domestic Subsidiary means a Subsidiary of
ours except a Subsidiary of ours which neither transacts any
substantial portion of its business nor regularly maintains any
substantial portion of its fixed assets within
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the United States, or which is engaged primarily in financing
our operations or our Subsidiaries, or both, outside the United
States.
Principal Property includes any single parcel
of real estate, any manufacturing plant or warehouse we own or
lease or any Domestic Subsidiary owns or leases which is located
within the United States and the gross book value, without
deduction of any depreciation reserves, of which on the date as
of which the determination is being made exceeds 1% of
Consolidated Net Tangible Assets, other than any manufacturing
plant or warehouse or a portion of any manufacturing plant or
warehouse:
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which is a pollution control or other facility financed by
obligations issued by a state or local government unit; or
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which, in the opinion of our board of directors, is not of
material importance to the total business conducted by us and
our subsidiaries as an entirety.
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Subsidiary means a corporation, a majority of
the outstanding voting stock of which is owned, directly or
indirectly, by us or by one or more of our other Subsidiaries.
Events of
Default
The following are events of default under the indentures with
respect to any debt securities:
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failure to pay principal of, or premium, if any, on any debt
security of that series when due;
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failure to pay any installment of interest on any debt security
of that series when due, continued for 30 days;
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failure to deposit any sinking fund payment, when due, in
respect of any debt security of that series;
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failure to perform any other covenant of ours in the applicable
indenture, other than a covenant included in the applicable
indenture solely for the benefit of any series of debt
securities other than that series, continued for 60 days
after written notice as provided in the applicable indenture;
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certain events in bankruptcy, insolvency or
reorganization; and
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any other event of default provided with respect to debt
securities of that series. (section 501 of each indenture.)
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If an event of default with respect to the outstanding debt
securities of any series occurs and continues either the trustee
or the holders of at least 25% in principal amount of the
outstanding debt securities of that series may declare the
principal amount of all debt securities of that series to be due
and payable immediately; provided that in the case of certain
events of bankruptcy, insolvency or reorganization, such
principal amount, or portion thereof, will automatically become
due and payable. However, at any time after an acceleration with
respect to debt securities of any series has occurred, but
before a judgment or decree based on such acceleration has been
obtained, the holders of a majority in principal amount of the
outstanding debt securities of that series may, under certain
circumstances, rescind and annul such acceleration.
(section 502 of each indenture.) For information as to
waiver of defaults, see Modification and
Waiver. You must read the applicable prospectus supplement
for a description of the acceleration provisions of any debt
securities issued as original issue discount or indexed
securities.
Subject to the duty of the trustee during default to act with
the required standard of care, the trustee will be under no
obligation to exercise any of its rights or powers under the
applicable indenture at the request or direction of any of the
holders, unless such holders have offered the trustee reasonable
security or indemnity. (section 603 of each indenture.)
Subject to such indemnification and certain other limitations,
the holders of a majority in principal amount of the outstanding
debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any
remedy available to the trustee, or exercising any trust or
power conferred on the trustee, with respect to the debt
securities of that series. (section 512 of the senior
indenture and section 505 of the subordinated indenture.)
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We will be required to furnish to the trustee an annual
statement as to our performance of certain of our obligations
under the applicable indenture and as to any default in such
performance. (section 1006 of each indenture.)
Modification
and Waiver
Modifications and amendments of each indenture may be made by us
and the trustee with the consent of the holders of
662/3%
in principal amount of the outstanding debt securities of each
series affected thereby, except that no such modification or
amendment may, without the consent of the holder of each
outstanding debt security affected thereby:
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change the stated maturity date of the principal of, or any
installment of principal of or interest on, any debt security;
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reduce the principal amount of, or premium, if any, or interest,
if any, on, any debt security;
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reduce the amount of principal of any original issue discount
debt security payable upon acceleration of the maturity thereof;
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change the place or currency of payment of principal of, or
premium, if any, or interest, if any, on, any debt security;
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impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security; or
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reduce the percentage in principal amount of outstanding debt
securities of any series, the consent of the holders of which is
required for modification or amendment of the indenture or for
waiver of compliance with certain provisions of the applicable
indenture or for waiver of certain defaults. (section 902
of each indenture.)
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The holders of a majority of the outstanding debt securities of
any series may on behalf of the holders of all debt securities
of that series waive, insofar as that series is concerned, our
compliance with certain restrictive provisions of the applicable
indenture. (section 1012 of each indenture.) The holders of
a majority of the outstanding debt securities of any series may
on behalf of the holders of all debt securities of that series
waive any past default under the applicable indenture with
respect to debt securities of that series, except a default in
the payment of the principal of, or premium, if any, or
interest, if any, on any debt security of that series or in
respect of any provision which under the applicable indenture
cannot be modified or amended without the consent of the holder
of each outstanding debt security of that series affected.
(section 513 of the senior indenture and section 504
of the subordinated indenture.)
In addition, we may not modify or amend the subordination
provisions of the subordinated indenture without the consent of
the holders of each outstanding subordinated debt security
affected thereby. Further, no modification or amendment of that
type may adversely affect the rights under article sixteen of
the subordinated indenture of the holders of senior indebtedness
then outstanding without the consent of the requisite holders of
senior indebtedness required under the terms of such senior
indebtedness. (section 902 of the subordinated indenture.)
Each indenture contains provisions for convening meetings of the
holders of debt securities of a series issued thereunder if debt
securities of that series are issuable in whole or in part as
bearer securities. (section 1401 of each indenture.) The
trustee for those debt securities may call a meeting at any time
or upon our request or the request of holders of at least 10% in
principal amount of the outstanding debt securities of such
series, in any such case upon notice given in accordance with
the applicable indenture. (section 1402 of each indenture.)
Except for any consent that must be given by each holder of a
debt security affected, and except as described below, any
resolution presented at a meeting or adjourned meeting at which
a quorum is present may be adopted by the affirmative vote of
the holders of a majority in principal amount of the outstanding
debt securities of that series. Any resolution with respect to
any consent which may be given by the holders of not less than
662/3%
in principal amount of the outstanding debt securities of a
series issued under an indenture, except for any consent that
must be given by each holder of a debt security affected, may
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be adopted at a meeting or an adjourned meeting at which a
quorum is present only by the affirmative vote of the holders of
662/3%
in principal amount of such outstanding debt securities of that
series. Further, any resolution with respect to any demand,
consent, waiver or other action which may be made, given or
taken by the holders of a specified percentage, which is less
than a majority, in principal amount of the outstanding debt
securities of a series issued under one of the indentures may be
adopted at a meeting or adjourned meeting at which a quorum is
present by the affirmative vote of the holders of such specified
percentage in principal amount of the outstanding debt
securities of that series. (section 1404 of each indenture.)
Any resolution passed or decision taken at any meeting of
holders of debt securities of any series duly held in accordance
with the applicable indenture with respect thereto will be
binding on all holders of debt securities of that series and the
related coupons issued under that indenture. The quorum at any
meeting of holders of a series of debt securities called to
adopt a resolution, and at any reconvened meeting, will be
persons holding or representing a majority in principal amount
of the outstanding debt securities of such series. However, if
any action is to be taken at such meeting with respect to a
consent which may be given by the holders of not less than
662/3%
in principal amount of the outstanding debt securities of a
series, the persons holding or representing
662/3%
in principal amount of the outstanding debt securities of such
series issued under that indenture will constitute a quorum.
(section 1404 of each indenture.)
Consolidation,
Merger, Conveyance, Transfer or Lease
We may, without the consent of any holders of outstanding debt
securities, consolidate or merge with or into, or transfer or
lease our assets substantially as an entirety to, any entity,
and any other entity may consolidate or merge with or into, or
transfer or lease its assets substantially as an entirety to,
us, provided that:
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the entity other than us formed by such consolidation or into
which we are merged or which acquires or leases our assets is
organized and existing under the laws of any United States
jurisdiction and assumes our obligations on the debt securities
and under the applicable indenture;
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after giving effect to the transaction, no event of default, and
no event which, after notice or lapse of time or both, would
become an event of default, has happened and is continuing,
provided that a transaction will only be deemed to be in
violation of this condition as to any series of debt securities
as to which such event of default or such event has happened and
is continuing; and
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certain other conditions are met. (article eight of each
indenture.)
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Form,
Denominations, Exchange, Registration and Transfer
We may issue debt securities as registered securities or bearer
securities, and may be issued in global form. Global securities
are described below under Global
Securities. Unless we otherwise provide in the applicable
prospectus supplement, we will issue registered securities in
denominations of $1,000 and integral multiples thereof and we
will issue bearer securities in denominations of $5,000 and
integral multiples thereof. Unless we otherwise indicate in the
applicable prospectus supplement, bearer securities will have
interest coupons attached. (section 201 of each indenture.)
Our registered securities will be exchangeable for other
registered securities of the same series. In addition, if we
issue a series of debt securities as both registered securities
and bearer securities, subject to certain conditions, holders
may exchange bearer securities for registered securities. Our
registered securities generally may not be exchanged for bearer
securities unless we provide for such an exchange in the
applicable prospectus supplement. (section 305 of each
indenture.)
We will not mail bearer securities in connection with their
original issuance to any location in the United States. In
addition, the United States Internal Revenue Code of 1986, as
amended, requires us to obtain written certification from the
initial purchaser of a bearer security to the effect that:
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the bearer security is not being acquired by or on behalf of a
United States person;
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if a beneficial interest in the bearer security is being
acquired by or on behalf of a United States person, that the
United States person is a foreign branch of a United States
financial institution that is purchasing for its own account or
for resale or the person is acquiring the bearer security
through the foreign branch of a United States financial
institution and the financial institution agrees, in either
case, to comply with certain requirements of the Internal
Revenue Code; or
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the bearer security is being acquired by a United States or
foreign financial institution for resale during the restricted
period and has not been acquired for purposes of resale directly
or indirectly to a United States person or to a person within
the United States or its possessions. (section 303 of each
indenture.)
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You may present registered securities for registration of
transfer at the office of the trustee, or at the office of any
transfer agent we designate without service charge and upon
payment of any taxes and other governmental charges.
(section 305 of each indenture.) We may change transfer
agents or designate additional transfer agents at any time,
except that, if we have issued a series of debt securities
solely as registered securities, we must maintain a transfer
agent in each place of payment for such series and, if we have
issued a series of debt securities as bearer securities, we must
maintain a transfer agent in a place of payment for such series
located outside the United States. (section 1002 of each
indenture.)
If we elect or are required to redeem or exchange particular
debt securities, we will not be required to:
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issue, register the transfer of or exchange those debt
securities for a period of 15 days before the first
publication or mailing of the notice of redemption or exchange;
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register the transfer of or exchange any registered security
selected for redemption; or
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exchange any bearer security selected for redemption except that
a bearer security selected for redemption may be exchanged for a
registered security that will be surrendered for redemption.
(section 305 of each indenture.)
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Global
Securities
The following will apply to debt securities of any series,
unless the prospectus supplement relating to that series
provides otherwise.
Upon issuance, we will deposit with, or on behalf of, the
depositary and will register in the name of the depositary or a
nominee of the depositary one or more global
securities to represent the debt securities of each
series. Unless we otherwise indicate in the prospectus
supplement relating to a series of debt securities, The
Depository Trust Company will act as the depositary and we
will deposit the global securities with, or on behalf of, DTC or
its nominee, and we will register registered securities in the
name of a nominee of DTC. Except under limited circumstances
described below, global securities will not be exchangeable for
definitive certificated debt securities.
Upon the issuance of a global security, DTC will credit on its
book-entry registration and transfer system the principal
amounts of the individual debt securities represented by such
global security to the accounts of persons that have accounts
with DTC, generally known as DTC participants. Ownership of
beneficial interests in a global security will be limited to DTC
participants or persons that may hold interests through DTC
participants. Ownership of beneficial interests in such global
security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by DTC with
respect to interests of DTC participants and records of DTC
participants, with respect to interests of persons who hold
through DTC participants. The laws of some states require that
certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may
impair the ability to own, pledge or transfer beneficial
interest in a global security.
So long as the depositary is the registered owner of a global
security, the depositary will be considered the sole owner or
holder of the debt securities represented by such global
security for all purposes under the applicable indenture. Except
as provided below, owners of beneficial interests in a global
security will not be entitled to have any of the individual debt
securities registered in their names, will not receive or be
entitled to
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receive physical delivery of any such debt securities in
definitive form and will not be considered the owners or holders
thereof under the applicable Indenture.
We will make payments of principal of and any interest, and
premium, if any, on individual debt securities represented by a
global security to DTC or its nominee, as the case may be, as
the sole registered owner of such global security and the sole
holder of the debt securities represented by the global security
for all purposes under the applicable indenture. Neither we nor
the trustee, nor any of our agents or the trustee, will have any
responsibility or liability for any aspect of DTCs records
relating to or payments made on account of beneficial ownership
interests in the global securities representing any debt
securities or for maintaining, supervising or reviewing any of
DTCs records relating to those beneficial ownership
interests.
We have been advised by DTC that, upon receipt of any payment in
respect of a global security, DTC will immediately credit DTC
participants accounts for their pro rata share of such
payments. We also expect that payments by DTC participants to
owners of beneficial interests in global securities held through
such DTC participants will be governed by standing instructions
and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in
street name. These payments will be the sole
responsibility of the DTC participants.
Global securities may not be transferred except as a whole by
DTC to a nominee of DTC. Global securities representing debt
securities are exchangeable for certificated debt securities
only if:
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DTC or its nominee notifies us that it is unwilling or unable to
continue as depositary for these global securities;
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DTC ceases to be qualified as required by the applicable
indenture;
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we instruct the trustee in accordance with the applicable
indenture that those global securities will be so
exchangeable; or
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there shall have occurred and be continuing an event of default
or an event which after notice or lapse of time would be an
event of default with respect to the debt securities represented
by such global security.
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Any global securities that are exchangeable as described above
shall be exchangeable for certificated debt securities issuable
in denominations of $1,000, or $5,000 in the case of bearer debt
securities, and integral multiples of $1,000, or $5,000 in the
case of bearer debt securities, in excess thereof and registered
in the names DTC directs. Subject to the foregoing, global
securities are not exchangeable, except for global securities of
like denomination to be registered in the name of DTC or its
nominee. If we issue debt securities subsequently in registered
form, they would thereafter be transferred or exchanged without
any service charge at the corporate trust office of the trustee
or at any other office or agency we maintain for such purpose.
So long as DTC or its nominee is the registered holder and owner
of global securities, DTC or its nominee, as the case may be,
will be considered the sole owner or holder of the debt
securities represented by the global securities for the purposes
of receiving payment on the debt securities, receiving notices
and for all other purposes under the applicable indenture and
the debt securities. Except as provided above, owners of
beneficial interests in global securities will not be entitled
to receive physical delivery of debt securities in definitive
form and will not be considered the holders thereof for any
purpose under the applicable indenture. Accordingly, each person
owning a beneficial interest in the global securities must rely
on the procedures of DTC and, if such person is not a DTC
participant, on the procedures of the DTC participant through
which such person owns its interest, to exercise any rights of a
holder under the applicable indenture. The indentures provide
that DTC may grant proxies and otherwise authorize DTC
participants to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action which a
holder is entitled to give or take under the applicable
indenture. We understand that under existing industry practices
in the event that we request any action of holders or that an
owner of a beneficial interest in global securities desires to
give or take any action which a holder is entitled to give or
take under the applicable indenture, DTC would authorize the DTC
participants holding the relevant beneficial interests to give
or take such action, and such DTC
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participants would authorize beneficial owners owning through
such DTC participants to give or take such action or would
otherwise act upon the instructions of beneficial owners through
them.
DTC has advised us as follows:
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a limited-purpose trust company organized under the New York
Banking Law;
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a banking organization within the meaning of the New
York Banking Law;
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a member of the Federal Reserve System;
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a clearing corporation within the meaning of the New
York Uniform Commercial Code; and
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a clearing agency registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of
1934, as amended.
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DTC holds securities that DTC participants deposit with DTC.
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DTC also facilitates the settlement among DTC participants of
securities transactions, such as transfers and pledges in
deposited securities through electronic computerized book-entry
changes in DTC participants accounts, thereby eliminating
the need for physical movement of securities certificates.
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Direct DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of direct DTC
participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc.
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Access to DTCs system is also available to others, such as
securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a direct
DTC participant, either directly or indirectly.
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The rules applicable to DTC and DTC participants are on file
with the SEC.
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According to DTC, the foregoing information with respect to DTC
has been provided to the industry for informational purposes
only and is not intended to serve as a representation, warranty
or contract modification of any kind.
Payment
and Paying Agents
Unless the applicable prospectus supplement provides otherwise,
the place of payment for all registered securities will be
Chicago, Illinois, U.S.A., and we will initially designate the
corporate trust office of the applicable trustee for this
purpose. At our option, we may pay interest, if any, on
registered securities by check mailed to the address of the
person entitled thereto as such persons address appears in
the security register or by wire transfer to an account located
in the United States maintained by the person entitled thereto
as specified in the security register. (sections 307, 1001
and 1002 of each indenture.) Unless the applicable prospectus
supplement provides otherwise, we will make payment of any
installment of interest on registered securities to the person
in whose name such registered security is registered at the
close of business on the record date for such interest.
(section 307 of each indenture.)
If we issue bearer securities, we must maintain an office or
agency outside the United States at which the principal of, and
premium, if any, and interest, if any, on the bearer securities
will be paid. (section 1002 of each indenture.) The initial
locations of such offices and agencies will be specified in the
applicable prospectus supplement. Unless the applicable
prospectus supplement provides otherwise, we will make payments
with respect to bearer securities, at the holders option,
by check in the currency designated in the bearer security
presented or mailed to an address outside the United States or
paid by wire transfer to an account in such currency maintained
at a bank located outside the United States. We will not make
payments in the United States. (sections 307 and 1002 of
each indenture.) Nevertheless, we will make payments with
respect to bearer securities payable in U.S. dollars at the
office of our paying agent in Chicago, Illinois if, but only if,
payment
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outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions and the trustee
has received an opinion of counsel that such payment within the
United States is legal. (sections 307 and 1002 of each
indenture.) Unless the applicable prospectus supplement provides
otherwise, we will make payment of installments of interest on
any bearer securities on or before maturity only against
surrender of coupons for such interest installments as they
mature. (section 1001 of each indenture.)
Unless the applicable prospectus supplement provides otherwise,
we will make all payments of principal of, and premium, if any,
and interest, if any, on any debt security that is payable in a
currency other than U.S. dollars in U.S. dollars if
such currency:
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ceases to be used both by the government of the country that
issued the currency and by a central bank or other public
institution of or within the international banking community for
the settlement of transactions;
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is the euro and ceases to be used both within the European
Monetary Union and for the settlement of transactions by public
institutions of or within the European Union; or
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is any currency unit, or composite currency, other than the euro
and ceases to be used for the purposes for which it was
established. (section 312 of each indenture.)
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We may designate additional offices or agencies for payment with
respect to any debt securities, approve a change in the location
of any such office or agency and, except as provided above,
rescind the designation of any such office or agency.
All moneys deposited with a paying agent or held for the payment
of principal of, or premium, if any, or interest, if any, on any
debt security that remains unclaimed at the end of two years
after such payment has become due will, at our request, be
repaid to us, or discharged from trust, and the holder of such
debt security may thereafter look only to us for payment
thereof. (section 1003 of each indenture.)
Subordinated
Indenture Provisions
Our subordinated securities are subordinate and junior in right
of payment, to the extent set forth in the subordinated
indenture, to the prior payment in full of all existing and
future senior debt of ours. (section 1601 of the
subordinated indenture.)
Senior debt is defined in the subordinated indenture as the
principal of, and premium, if any, and interest on, including
interest accruing after the filing of a petition initiating any
proceeding pursuant to any bankruptcy law, and other amounts due
on or in connection with any debt incurred, assumed or
guaranteed by us, whether outstanding on the date of the
subordinated indenture or thereafter incurred, assumed or
guaranteed, and all renewals, extensions and refundings of any
such debt. Excluded from the definition of senior debt are the
following:
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any debt which expressly provides:
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that such debt is not senior in right of payment to the
subordinated securities; or
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that such debt is subordinated to any other debt of ours, unless
such debt expressly provides that such debt is senior in right
of payment to the subordinated securities; and
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debt of ours in respect of the subordinated securities.
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There are no restrictions in the subordinated indenture on the
creation of additional senior debt, or any other indebtedness.
(section 101 of the subordinated indenture.) The prospectus
supplement with respect to any subordinated securities will set
forth:
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the aggregate amount of consolidated indebtedness outstanding as
of the most recent practicable date that would constitute either
senior debt or indebtedness of our subsidiaries;
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the aggregate amount of outstanding indebtedness as of the most
recent practicable date that would rank on a parity with the
subordinated securities; and
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any then-existing limitation on the issuance of additional
senior debt.
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By reason of such subordination, in the event of dissolution,
insolvency, bankruptcy or other similar proceedings, upon any
distribution of assets:
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the holders of all senior debt will first be entitled to receive
payment in full of all amounts due or to become due thereon, or
payment of such amounts shall have been provided for, before the
holders of subordinated securities would be entitled to receive
any payment or distribution with respect to such securities;
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the holders of subordinated securities will be required to pay
over their share of such distribution to the holders of senior
debt until such senior debt is paid in full; and
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our creditors who are not holders of subordinated securities or
holders of senior debt may recover less, ratably, than holders
of senior debt and may recover more, ratably, than the holders
of subordinated securities. (section 1602 of the
subordinated indenture.)
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Unless the applicable prospectus supplement provides otherwise,
in the event that the subordinated securities are declared due
and payable prior to their Stated Maturity by reason of the
occurrence of an event of default, then we would be obligated to
promptly notify holders of senior debt of such acceleration.
Unless the applicable prospectus supplement provides otherwise,
we may not pay the subordinated securities until 120 days
have passed after such acceleration occurs and may thereafter
pay the subordinated securities if the terms of the subordinated
indenture otherwise permit payment at that time.
(section 1603 of the subordinated indenture.)
Unless the applicable prospectus supplement provides otherwise,
we may not make any payment of the principal, and premium, if
any, or interest, if any, with respect to any of the
subordinated securities, except we may acquire subordinated
securities for our common stock or other capital stock or as
otherwise set forth in the subordinated indenture, if any
default with respect to senior debt occurs and is continuing
that permits the acceleration of the maturity thereof and such
default is either the subject of judicial proceedings or we
receive notice of the default, unless 120 days pass after
notice of the default is given and such default is not then the
subject of judicial proceedings or the default with respect to
the senior debt is cured or the terms of the subordinated
indenture otherwise permit the payment or acquisition of the
subordinated securities at that time. (section 1604 of the
subordinated indenture.)
The
Trustee
The Bank of New York Trust Company, N.A. is trustee under
our indentures relating to:
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our 4.608% senior notes due November 16, 2007;
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our 6.50% notes due March 1, 2008;
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our 5.80% notes due October 15, 2008;
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our 7.625% notes due November 15, 2010;
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our 8.0% notes due November 1, 2011;
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our 7.5% debentures due May 15, 2025;
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our 6.5% debentures due September 1, 2025;
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our 6.5% debentures due November 15, 2028; and
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our 5.22% debentures due October 1, 2097.
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We maintain various banking relationships with The Bank of New
York Trust Company, N.A. and its affiliates. Mellon
Investor Services LLC, an affiliate of The Bank of New York
Trust Company, N.A., serves as our stock transfer,
registrar, dividend disbursing, direct stock purchase and
dividend reinvestment agent with respect to our common stock. In
addition, Mellon Bank, N.A., an affiliate of The Bank of New
York Trust Company, N.A., is one of our lenders under our
5-year
revolving credit facility.
The non-executive chair of our Board of Directors, Samuel C.
Scott, III, is also a member of the board of directors of
The Bank of New York.
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DESCRIPTION
OF CAPITAL STOCK
The following description of our capital stock is subject to the
detailed provisions of our restated certificate of
incorporation, as amended, and bylaws, as amended. This
description does not purport to be complete and is qualified in
its entirety by reference to the terms of the certificate of
incorporation and the bylaws, which are filed as exhibits to the
registration statement. See Where You Can Find More
Information.
Common
and Preferred Stock
Our authorized capital stock consists of
4,200,000,000 shares of common stock, par value $3 per
share, and 500,000 shares of preferred stock, par value
$100 per share, issuable in series. There are no shares of
preferred stock presently outstanding. Our board of directors is
authorized to create and issue one or more series of preferred
stock and to determine the rights and preferences of each
series, to the extent permitted by our certificate of
incorporation. The holders of shares of our common stock are
entitled to one vote for each share held and each share of our
common stock is entitled to participate equally in dividends out
of funds legally available therefor, as and when declared by our
board of directors, and in the distribution of assets in the
event of liquidation. The shares of our common stock have no
preemptive or conversion rights, redemption provisions or
sinking fund provisions. The outstanding shares of our common
stock are duly and validly issued, fully paid and nonassessable,
and any shares of our common stock issued in an offering
pursuant to this prospectus and any shares of common stock
issuable upon the exercise of common stock warrants or
conversion or exchange of debt securities which are convertible
into or exchangeable for our common stock, or in connection with
the obligations of a holder of stock purchase contracts to
purchase our common stock, will be duly and validly issued,
fully paid and nonassessable.
DESCRIPTION
OF SECURITIES WARRANTS
We may issue warrants for the purchase of our debt securities or
common stock, either independently or together with debt
securities. We will issue each series of warrants under a
separate warrant agreement between us and a bank or trust
company, as agent. The warrant agent will act solely as our
agent and will not assume any obligation for any warrant
holders. Copies of the forms of warrant agreements and the forms
of warrant certificates are filed as exhibits to the
registration statement. The following description of certain
provisions of the forms of warrant agreements and warrant
certificates does not purport to be complete and is qualified in
its entirety by reference to all the provisions of the warrant
agreements and the warrant certificates.
General
If we offer warrants for the purchase of debt securities, the
applicable prospectus supplement will describe their terms,
which may include the following:
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the title and aggregate number of the warrants;
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the title, rank, aggregate principal amount, denomination, and
terms of the underlying debt securities;
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the currency of the underlying debt securities or of payment of
the exercise price;
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whether the warrants are issued as a unit with a debt security,
and if so, the number of warrants attached to each such debt
security;
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the date, if any, on and after which such warrants and any
related securities will be transferable separately;
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the principal amount of the debt securities purchasable upon
exercise of each warrant and the price, or the manner of
determining the price, at which such debt securities may be
purchased upon exercise;
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when the warrants may be exercised and the expiration date;
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whether the warrant certificates will be issued in registered or
bearer form;
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United States federal income tax consequences;
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the terms of any right of ours to redeem or accelerate the
exercisability of such warrants;
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whether the warrants are to be issued with any other securities;
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the offering price; and
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any other terms of the warrants.
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If we offer warrants for the purchase of our common stock, the
applicable prospectus supplement will describe their terms,
which may include the following:
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the title and aggregate number of the warrants and whether the
warrants will be sold with other securities;
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the number of shares of common stock that may be purchased on
exercise of each warrant;
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the price or manner of determining the price, the manner in
which the exercise price may be paid and any minimum number of
warrants exercisable at one time;
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the terms of any right of ours to redeem the warrants;
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the date, if any, on and after which the warrants and any
related series of debt securities will be transferable
separately;
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when the warrants may be exercisable and the expiration date;
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the terms of any right of ours to accelerate the exercisability
of the warrants;
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United States federal income tax consequences; and
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any other terms of the warrants.
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Warrants for the purchase of our common stock will be offered
and exercisable for U.S. dollars only.
Warrants may be exchanged for new warrants of different
denominations, may, if in registered form, be presented for
registration of transfer and may be exercised at the corporate
trust office of the warrant agent or any other office indicated
in the applicable prospectus supplement. No service charge will
be made for any permitted transfer or exchange of warrant
certificates, but holders must pay any tax or other applicable
governmental charge. Prior to the exercise of any warrant to
purchase underlying debt securities, holders of such warrants
will not have any of the rights of holders of the debt
securities purchasable upon such exercise, including the right
to receive payments of principal of, or premium, if any, or
interest, if any, on the debt securities purchasable upon such
exercise or to enforce covenants in the applicable indenture.
Prior to the exercise of any warrants to purchase our common
stock, holders of such warrants will not have any rights of
holders of our common stock purchasable upon such exercise,
including the right to receive payments of dividends, if any, on
our common stock purchasable upon such exercise or to exercise
any applicable right to vote.
Exercise
of Warrants
Each warrant will entitle the holder to purchase underlying debt
securities or our common stock, as the case may be, at the
exercise price described in, or calculable from, the applicable
prospectus supplement. Unexercised warrants will become void
after the close of business on the expiration date.
Holders can exercise warrants by delivering the exercise price
and certain required information to the warrant agent. Warrants
will be deemed to have been exercised upon receipt of payment of
the exercise price, subject to the receipt, within five business
days, of the warrant certificate. Upon receipt of such payment
and such warrant certificate properly completed and duly
executed at the corporate trust office of the warrant agent or
any other office indicated in the applicable prospectus
supplement, we will, as soon as practicable, issue
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and deliver the underlying debt securities or our common stock,
as the case may be, purchasable upon such exercise. If fewer
than all of the warrants represented by a warrant certificate
are exercised, we will issue a new warrant certificate for the
remaining warrants. The holder of a warrant must pay any tax or
other governmental charge imposed in connection with the
issuance of underlying debt securities or our common stock
purchased upon exercise of a warrant.
Modifications
The warrant agreements and the terms of the warrants may be
modified or amended by us and the warrant agent, without the
consent of any holder, for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective or
inconsistent provision contained therein, or in any other manner
that we deem necessary or desirable and that will not materially
adversely affect the interests of the holders of the warrants.
Together with the warrant agent, we may also modify or amend the
warrant agreement and the terms of the warrants with the consent
of a majority of the holders of the then outstanding unexercised
warrants affected thereby. No modification or amendment of that
type that accelerates the expiration date, increases the
exercise price, reduces the number of outstanding warrants
required for consent of any such modification or amendment, or
otherwise materially adversely affects the rights of the holders
of the warrants, may be made without the consent of each holder
affected thereby.
Common
Stock Warrant Adjustments
The terms and conditions on which the exercise price of
and/or the
number of shares of our common stock covered by a warrant are
subject to adjustment will be set forth in the warrant
certificate and the applicable prospectus supplement. Such terms
will include:
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provisions for adjusting the exercise price
and/or the
number of shares of our common stock covered by the warrant;
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the events requiring an adjustment;
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the events upon which we may, in lieu of making an adjustment,
make proper provisions so that the holder of the warrant, upon
its exercise, would be treated as if the holder had exercised
the warrant prior to the occurrence of the events; and
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provisions affecting exercise in the event of certain events
affecting our common stock.
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DESCRIPTION
OF THE STOCK PURCHASE CONTRACTS
AND THE STOCK PURCHASE UNITS
We may issue stock purchase contracts representing contracts
obligating holders to purchase from us, and us to sell to the
holders, a specified number of shares of our common stock (or a
range of numbers of shares pursuant to a predetermined formula)
at a future date or dates. The price per share of common stock
and the number of shares of common stock may be fixed at the
time the stock purchase contracts are issued or may be
determined by reference to a specific formula set forth in the
stock purchase contracts.
The stock purchase contracts may be issued separately or as a
part of units, often known as stock purchase units, consisting
of a stock purchase contract and either:
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our debt securities; or
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debt obligations of third parties, including U.S. Treasury
securities;
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securing the holders obligations to purchase the common
stock under the stock purchase contracts.
The stock purchase contracts may require us to make periodic
payments to the holders of the stock purchase units or vice
versa, and such payments may be unsecured or prefunded on some
basis. The stock purchase contracts may require holders to
secure their obligations in a specified manner and in certain
circumstances we may deliver newly issued prepaid stock purchase
contracts, often known as prepaid securities, upon release to a
holder of any collateral securing such holders obligations
under the original stock purchase contract.
The applicable prospectus supplement will describe the terms of
any stock purchase contracts or stock purchase units and, if
applicable, prepaid securities. The description in the
applicable prospectus supplement will not contain all of the
information that you may find useful. For more information, you
should review the stock purchase contracts, the collateral
arrangements and depositary arrangements, if applicable,
relating to such stock purchase contracts or stock purchase
units and, if applicable, the prepaid securities and the
document pursuant to which the prepaid securities will be
issued. These documents will be filed with the SEC promptly
after the offering of the stock purchase contracts or stock
purchase units. Material United States federal income tax
considerations applicable to the stock purchase contracts and
the stock purchase units will also be discussed in the
applicable prospectus supplement.
PLAN OF
DISTRIBUTION
We may sell the securities offered pursuant to this prospectus
through agents, through underwriters or dealers or directly to
one or more purchasers.
Underwriters, dealers and agents that participate in the
distribution of the securities offered pursuant to this
prospectus may be underwriters as defined in the Securities Act
of 1933 and any discounts or commissions received by them from
us and any profit on the resale of the offered securities by
them may be treated as underwriting discounts and commissions
under the Securities Act. Any underwriters or agents will be
identified and their compensation, including underwriting
discount, will be described in the applicable prospectus
supplement. The prospectus supplement will also describe other
terms of the offering, including any discounts or concessions
allowed or reallowed or paid to dealers and any securities
exchanges on which the offered securities may be listed.
The distribution of the securities offered under this prospectus
may occur from time to time in one or more transactions at a
fixed price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
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If the applicable prospectus supplement indicates, we will
authorize dealers or our agents to solicit offers by certain
institutions to purchase offered securities from us pursuant to
contracts that provide for payment and delivery on a future
date. We must approve all institutions, but they may include,
among others:
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commercial and savings banks;
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insurance companies;
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pension funds;
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investment companies; and
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educational and charitable institutions.
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The institutional purchasers obligations under the
contract are only subject to the condition that the purchase of
the offered securities at the time of delivery is allowed by the
laws that govern the purchaser. The dealers and our agents will
not be responsible for the validity or performance of the
contracts.
We may have agreements with the underwriters, dealers and agents
to indemnify them against certain civil liabilities, including
liabilities under the Securities Act, or to contribute with
respect to payments which the underwriters, dealers or agents
may be required to make as a result of those certain civil
liabilities.
When we issue the securities offered by this prospectus, except
for shares of our common stock, they may be new securities
without an established trading market. If we sell a security
offered by this prospectus to an underwriter for public offering
and sale, the underwriter may make a market for that security,
but the underwriter will not be obligated to do so and could
discontinue any market making without notice at any time.
Therefore, we cannot give any assurances to you concerning the
liquidity of any security offered by this prospectus.
Underwriters and agents and their affiliates may be customers
of, engage in transactions with, or perform services for us or
our subsidiaries in the ordinary course of their
and/or our
businesses.
LEGAL
MATTERS
Certain legal matters will be passed upon for us by Jeffrey A.
Brown of our Law Department and Winston & Strawn LLP,
Chicago, Illinois. Mr. Brown owns shares of our common
stock and holds options to purchase shares of our common stock.
EXPERTS
The consolidated financial statements of Motorola, Inc. and its
subsidiaries as of December 31, 2006 and 2005, and for each
of the years in the three-year period ended December 31,
2006, and managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2006, have been incorporated by reference
herein and in the registration statement in reliance upon the
reports of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. The audit
report covering the December 31, 2006, consolidated
financial statements is dated August 3, 2007 and is
included in the current report on
Form 8-K
filed by the Company on August 3, 2007 and incorporated by
reference herein. The audit report covering managements
assessment of the effectiveness of internal control over
financial reporting as of December 31, 2006 is dated
February 28, 2007 and is included in the December 31,
2006 annual report on
Form 10-K
incorporated by reference herein. The audit report covering the
December 31, 2006, consolidated financial statements
contains an explanatory paragraph referring to the adoption by
Motorola of the provisions of Statement of Financial Accounting
Standards No. 123 (revised 2004), Share-Based
Payment, effective January 1, 2006 and Statement of
Financial Accounting Standards No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement
Plans an amendment of FASB Statements No. 87,
88, 106 and 132(R), effective December 31, 2006.
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$1,400,000,000
$400,000,000
5.375% Senior Notes due November 15,
2012
$400,000,000
6.000% Senior Notes due November 15,
2017
$600,000,000
6.625% Senior Notes due November 15,
2037
Joint Book-Running Managers
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JPMorgan |
Citi |
Deutsche
Bank Securities |
Co-Managers
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Banc of America
Securities LLC |
Goldman,
Sachs & Co. |
HSBC |
Merrill
Lynch & Co. |
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ABN AMRO
Incorporated |
BMO Capital
Markets |
UBS Investment
Bank |
The Williams
Capital Group, L.P. |
October 29, 2007