UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ending March 28, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to _________
Commission file number: 1-7221
MOTOROLA, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-1115800
(State of Incorporation) (I.R.S. Employer Identification No.)
1303 E. Algonquin Road, Schaumburg, Illinois 60196
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 576-5000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of each of the issuer's classes of
common stock as of the close of business on March 28, 1998:
Class Number of Shares
Common Stock; $3 Par Value 597,676,024
Motorola, Inc. and Subsidiaries
Index
Part I
Financial Information
Item 1 Financial Statements
Condensed Consolidated Statements of Earnings for the
Three-Month Periods Ended March 28, 1998 and
March 29, 1997
Condensed Consolidated Balance Sheets at
March 28, 1998 and December 31, 1997
Condensed Consolidated Statement of Stockholders' Equity for
the Three-Month Period Ended March 28, 1998
Condensed Consolidated Statements of Cash Flows for the
Three-Month Periods Ended March 28, 1998 and
March 29, 1997
Notes to Condensed Consolidated Financial
Statements
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations
Part II
Other Information
Item 1 Legal Proceedings
Item 2 Changes in Securities
Item 3 Defaults Upon Senior Securities
Item 4 Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8-K
Part I - Financial Information
Motorola, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(Unaudited)
(In millions, except per share amounts)
Three Months Ended
March 28, March 29,
1998 1997
Net sales $ 6,886 $ 6,642
Costs and expenses
Manufacturing and other costs of sales 4,814 4,384
Selling, general and
administrative expenses 1,237 1,162
Depreciation expense 540 565
Interest expense, net 38 32
Total costs and expenses 6,629 6,143
Earnings before income taxes 257 499
Income taxes 77 174
Net earnings $ 180 $ 325
Net earnings per common share
Basic $ .30 $ .55
Diluted $ .30 $ .53
Weighted average common shares outstanding
Basic 597.4 593.9
Diluted 611.3 610.8
Dividends paid per share $ .12 $ .12
See accompanying notes to condensed consolidated financial statements.
Motorola, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in millions)
(Unaudited)
March 28, December 31,
1998 1997
Assets
Current Assets
Cash and cash equivalents $ 1,509 $ 1,445
Short-term investments 289 335
Accounts receivable, net 4,906 4,847
Inventories 4,408 4,096
Deferred income taxes 1,748 1,726
Other current assets 764 787
Total current assets 13,624 13,236
Property, plant and equipment, net 9,927 9,856
Other assets 4,516 4,186
Total Assets $28,067 $27,278
Liabilities and Stockholders' Equity
Current Liabilities
Notes payable and current portion of
long-term debt $ 1,994 $ 1,282
Accounts payable 2,098 2,297
Accrued liabilities 5,386 5,476
Total current liabilities 9,478 9,055
Long-term debt 2,127 2,144
Deferred income taxes 1,618 1,522
Other liabilities 1,317 1,285
Stockholders' Equity
Common stock, $3 par value 1,794 1,793
Preferred stock, $100 par value issuable
in series --- ---
Additional paid-in capital 1,725 1,720
Retained earnings 9,612 9,504
Non-owner changes to equity 396 255
Total stockholders' equity 13,527 13,272
Total liabilities and stockholders' equity $28,067 $27,278
See accompanying notes to condensed consolidated financial statements.
Motorola, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
(Dollars in millions)
Non-Owner Changes To Equity
Common
Stock Fair Value
and Adjustment Foreign Minimum
Additional to Certain Currency Pension
Paid-In Cost-Based Translation Liability Retained
Capital Investments Adjustments Adjustment Earnings
------- ----------- ----------- ---------- --------
BALANCES AT $3,513 $533 ($240) ($38) $9,504
12/31/97
Net earnings
180
Fair value
adjustment
to certain
cost-based
investments:
Reversal
of prior
period
adjustment (533)
Recognition
of current
period
unrecognized
gain 699
Change in foreign
currency
translation
adjustments (25)
Stock options
exercised
and other 6
Dividends declared (72)
BALANCES AT
3/28/98 $3,519 $699 ($265) ($38) $9,612
See accompanying notes to condensed consolidated financial statements.
Motorola, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in millions)
Three Months Ended
March 28, March 29,
1998 1997
Operating
Net earnings $ 180 $ 325
Add(deduct) non-cash items
Depreciation 540 565
Deferred income taxes (35) 40
Amortization of debt discount and issue costs 2 2
Gain on disposition of investments in
affiliated companies (90) (17)
Change in assets and liabilities, net of
effects of acquisitions and dispositions
Accounts receivable, net (58) (259)
Inventories (312) (252)
Other current assets 21 11
Accounts payable and accrued liabilities (290) (29)
Other assets and liabilities 85 49
Net cash provided by operating activities $ 43 $ 435
Investing
Acquisitions and advances to affiliated
companies $ (111) $ (32)
Proceeds from the dispositions of investments
in affiliated companies 111 22
Capital expenditures (684) (521)
Other changes to property, plant and
equipment, net 57 197
Sales of short-term investments 46 31
Net cash used for investing activities $ (581) $ (303)
Financing
Proceeds from(repayment of) commercial paper
and short-term borrowings $ 712 $ 140
Proceeds from issuance of debt 5 1
Repayment of debt (24) (68)
Issuance of common stock 6 12
Payment of dividends (72) (71)
Net cash provided by financing activities $ 627 $ 14
Effect of exchange rate changes on cash and
cash equivalents (25) (79)
Net increase in cash and cash equivalents $ 64 $ 67
Cash and cash equivalents, beginning of period $1,445 $1,513
Cash and cash equivalents, end of period $1,509 $1,580
See accompanying notes to condensed consolidated financial statements.
Motorola, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The condensed consolidated financial statements as of March 28, 1998 and
for the three-month periods ended March 28, 1998 and March 29, 1997,
include, in the opinion of management, all adjustments (consisting solely
of normal recurring adjustments and reclassifications) necessary to present
fairly the financial position, results of operations and cash flows at
March 28, 1998 and for all periods presented.
Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
these condensed consolidated financial statements be read in conjunction
with the consolidated financial statements and notes thereto incorporated
by reference in the Company's Form 10-K for the year ending December 31,
1997. The results of operations for the three-month period ended March 28,
1998 are not necessarily indicative of the operating results to be expected
for the full year.
2. Supplemental Balance Sheet Information
Inventories consist of the following (in millions):
March 28, Dec. 31,
1998 1997
Finished goods $1,182 $1,078
Work in process and production materials 3,226 3,018
Inventories $4,408 $4,096
Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for
Certain Investments in Debt and Equity Securities", requires the carrying
value of certain investments to be adjusted to fair value. The Company
recorded an increase to stockholders' equity, other assets and deferred
income taxes of $699 million, $1,157 million and $458 million as of March
28, 1998; compared to an increase of $533 million, $881 million and $348
million as of December 31, 1997.
3. Supplemental Cash Flows Information
Cash paid for interest during the first quarters of 1998 and 1997 was $60
million and $59 million, respectively. Cash paid for income taxes during
the first quarters of 1998 and 1997 was $158 million and $195 million,
respectively.
4. Earnings Per Share
The following table presents a reconciliation of the numerators and
denominators of basic and diluted earnings per common share for the periods
specified:
Three Months Ended
March 28, March 29,
(Dollars in millions, except per share amounts) 1998 1997
Basic earnings per common share:
Net earnings $ 180 $ 325
Weighted average common shares
Outstanding 597.4 593.9
Per share amount $ .30 $ .55
Diluted earnings per common share:
Net earnings $ 180 $ 325
Add: Interest on zero coupon
notes, net of taxes, and
effect of executive
incentive and employee
profit sharing plans 1 1
Net earnings, as adjusted $ 181 $ 326
Weighted average common shares
outstanding 597.4 593.9
Add: Effect of dilutive securities
Stock options 7.7 10.5
Zero coupon notes 6.2 6.4
Diluted weighted average common
shares outstanding 611.3 610.8
Per share amount $ .30 $ .53
5. Recent Accounting Pronouncements
As of January 1, 1998, the Company implemented SFAS No. 130 "Reporting
Comprehensive Income". This pronouncement, which is solely a financial
statement presentation standard, requires the Company to disclose non-owner
changes included in equity but not included in net earnings. These changes
include the fair value adjustment to certain cost-based investments, the
foreign currency translation adjustments, and the minimum pension liability
adjustment. Comprehensive earnings for the three-month periods ended March
28, 1998, and March 29, 1997, were $321 million and $265 million,
respectively.
During the first quarter, the Company adopted SFAS No. 132 "Employers'
Disclosures about Pensions and Other Postretirement Benefits". This new
accounting standard also only affects financial statement presentation and
disclosure.
Motorola, Inc. and Subsidiaries
Management's Discussion and Analysis
of Financial Condition and Results of Operations
This commentary should be read in conjunction with the Company's
consolidated financial statements and related notes thereto and
management's discussion and analysis of financial condition and results of
operations incorporated by reference in the Company's Form 10-K for the
year ended December 31, 1997.
Results of Operations:
Sales increased 4 percent to $6.9 billion from $6.6 billion in the first
quarter of 1997. Earnings were $180 million, compared with $325 million a
year earlier. Earnings per share (diluted) were 30 cents, compared with 53
cents a year ago. Earnings in both periods were positively affected by the
sale of assets and favorable settlements of patent claims.
Special items increased income by $54 million before taxes in 1998,
equivalent to 7 cents per share after taxes. In the first quarter of 1997,
the special items increased income by $59 million before taxes, equivalent
to 6 cents per share after taxes. Excluding special items from both
periods, earnings would have been $142 million, or 23 cents per share in
1998 and $286 million, or 47 cents per share in the year-earlier quarter.
Net margin on sales was 2.6 percent in 1998, compared with 4.9 percent in
1997. Excluding special items, these margins would have been 2.1 percent
in the first quarter and 4.3 percent a year ago.
Cellular Products Segment sales increased 3 percent to $2.81 billion,
orders were flat and segment operating profits were lower. The segment
includes results of the Cellular Subscriber Sector (CSS), the Cellular
Infrastructure Group (CIG) and the Network Management Group.
CSS sales and orders declined. Sales and orders were higher in Europe
but lower in the Americas and Asia. Digital product sales, which
accounted for approximately 65 percent of sales, increased
significantly versus a year ago. This increase was largely offset by a
decline in analog product sales, primarily caused by an accelerating
trend of demand shift to digital products. CSS began shipments of CDMA
(Code Division Multiple Access) phones using Motorola's CDMA chipset
and offering advanced digital features. The phones are for use in the
U.S., Hong Kong and South Korea. CSS also expanded its product line of
TDMA (Time Division Multiple Access) cellular telephones.
CIG sales and orders were higher. Sales increased significantly in
both the Americas and Japan while they declined in Europe and China,
and declined very significantly in other Asian markets. Orders were up
significantly in the Americas, higher in Japan but lower in Europe and
China, and declined very significantly in other Asian markets. Digital
product sales, which accounted for approximately 80 percent of sales,
increased significantly while analog product sales declined. CIG
announced four contracts totaling more than $150 million to deploy
commercial CDMA digital cellular systems in North Carolina, South
Carolina, South Dakota, and five other U.S. markets, as well as in
Mexico. In addition, CIG won contracts totaling more than $150 million
to expand GSM networks in China, Kuwait and Portugal.
Semiconductor Products Segment sales increased 1 percent to $1.83
billion, orders were 4 percent lower and the segment had an operating
loss, compared with a profit a year ago. The loss is attributable to
various restructuring charges, without which the segment would have
reported a slight profit. The segment also was affected by weak demand
in Asia and increased pricing pressure worldwide. On a regional basis,
orders were higher in Europe and lower in Japan, the Asia-Pacific
region and the Americas. By business, orders improved significantly
for the Networking and Computing Systems Group, were higher for the
Transportation Systems Group and the Wireless Subscriber Systems Group
but declined for the Consumer Systems Group and the Semiconductor
Components Group.
Land Mobile Products Segment sales climbed 27 percent to $1.24 billion,
orders rose 2 percent, and operating profits were higher. Profits include
a gain on the sale of a one-third interest in the shared network operation
of Motorola Communications Israel, Ltd. to Ampal (Israel) Ltd. Orders in
the iDEN(Registered Trademark) business were lower compared with the
significant demand experienced in the same period last year. The iDEN
business includes large infrastructure orders, which increase the potential
for volatility in the timing of order recognition during any particular
period. Contracts with a combined value of approximately $40 million were
received for new iDEN systems in Peru and in Singapore.
Messaging, Information and Media Segment sales declined 25 percent to
$693 million, orders were 21 percent lower and the segment had an
operating loss versus a profit a year ago. These results are largely
attributable to continued weak paging sales to operators in North
America and China as well as to the weak Asian economy. Management
believes paging operators continue to manage inventory levels very
closely to improve their financial position and cash flow. Management
also believes that sales by operators to consumers in North America and
China continue to grow.
Automotive, Component, Computer and Energy Sector sales rose 3 percent,
orders increased 9 percent and operating profits were higher. Two of
its businesses, the Component Products Group and Energy Systems Group,
were negatively affected by weakened Asian currencies which reduced
sales to their original-equipment manufacturing customers in the
region. The sector formed a new business, Telematics Information
Systems, to leverage technologies related to the emerging telematics
industry. Motorola Computer Group became part of the sector in
January. The sector's results are reported as part of the "Other
Products" segment.
Space and Systems Technology Group sales increased 41 percent, orders
were 32 percent lower than a year ago and the segment had an operating
profit compared with a loss a year ago, as anticipated due largely to
planned activity in the IRIDIUM(Registered Trademark) program. Results
are reported as part of the "Other Products" segment.
Since the beginning of 1998, the group has successfully launched 21
IRIDIUM system satellites into low-earth orbit, bringing the total
number of operational, on-orbit satellites to 62. The system's voice
links, paging signals, satellite crosslinks and satellite hand-offs
have been successfully tested. Testing of the satellite system will
continue until the start of commercial service, expected at the end of
September this year. As previously reported, Iridium LLC may require
additional financing, possibly during the second half of 1998, to
continue to make contractual payments to the Company.
Manufacturing and other costs of sales were 70 percent of sales,
compared with 66 percent in the first quarter of 1997. Increased
pricing pressures were experienced in several business segments and
were due to a variety of factors including weakened Asian currencies
and reduced demand for pagers and analog cellular telephones.
Selling, general and administrative expenses were 18 percent of sales
versus 17 percent in the year-earlier period. Excluding the losses
recognized on the Company's investments in Iridium LLC and the White
Oak semiconductor joint venture, selling, general and administrative
expenses would have declined as a percentage of sales.
Depreciation expense decreased as a percent of sales. Interest expense
increased slightly. The tax rate for the first quarter was 30 percent,
compared with 35 percent in the prior year.
Liquidity and Capital Resources:
Net cash provided by operations decreased to $43 million for the
three-month period ended March 28, 1998, as compared to $435 million for
the three-month period ended March 29, 1997. The decrease was due
primarily to lower earnings, increases in inventory, and decreases in
accounts payable and accrued liabilities for the first quarter of 1998.
Inventories at March 28, 1998 increased by 8 percent or $312 million,
compared with inventories at December 31, 1997. Property, plant and
equipment, less accumulated depreciation, increased $70 million since
December 31, 1997.
The Company's notes payable and current portion of long-term debt increased
to $2.0 billion at March 28, 1998, from $1.3 billion at December 31, 1997.
Net debt (notes payable and current portion of long-term debt plus
long-term debt less short-term investments and cash equivalents) to net
debt plus equity increased to 16.3 percent at March 28, 1998 from 12.4
percent at December 31, 1997. The Company's total domestic and non-U.S.
credit facilities aggregated $3.7 billion at March 28, 1998, of which $274
million were used and the remaining $3.4 billion were available to back up
outstanding commercial paper which totaled $1.7 billion.
At March 31, 1998, the off-balance sheet commitment to Nextel
Communications, Inc. for equipment financing aggregated $485 million. This
amount represents the maximum available commitment and may not be
completely utilized.
As a multinational company, the Company's transactions are denominated in a
variety of currencies. The Company uses financial instruments to hedge,
and therefore attempts to reduce, its overall exposure to the effects of
currency fluctuations on cash flows. The Company's policy is to not
speculate in financial instruments for profit on the exchange rate price
fluctuation, trade in currencies for which there are no underlying
exposures, or enter into trades for any currency to intentionally increase
the underlying exposure. Instruments used as hedges must be effective at
reducing the risk associated with the exposure being hedged and must be
designated as a hedge at the inception of the contract. Accordingly,
changes in market values of hedge instruments must be highly correlated
with changes in market values of underlying hedged items both at inception
of the hedge and over the life of the hedge contract.
The Company's strategy in foreign exchange exposure issues is to offset the
gains or losses of the financial instruments against losses or gains on the
underlying operational cash flows or investments based on the operating
business units' assessment of risk. Currently, the Company primarily
hedges firm commitments, including assets and liabilities currently on the
balance sheet. The Company expects that it may hedge anticipated
transactions, forecasted transactions or investments in foreign
subsidiaries in the future.
Almost all of the Company's non-functional currency receivables and
payables which are denominated in major currencies that can be traded on
open markets are hedged. The Company uses forward contracts and options to
hedge these currency exposures. A portion of the Company's exposure is to
currencies which are not traded on open markets, such as those in Latin
America and China, and these are addressed, to the extent reasonably
possible, through managing net asset positions, product pricing, and other
means, such as component sourcing.
At March 28, 1998, and March 29, 1997, the Company had net outstanding
foreign exchange contracts totaling $2.3 billion and $1.5 billion,
respectively. The following schedule shows the five largest foreign
exchange hedge positions as of March 28, 1998, and the corresponding
positions at March 29, 1997:
Dollars in millions
Buy (Sell) March 28, March 29,
1998 1997
Japanese Yen (831) (375)
British Pound Sterling (535) (529)
Italian Lira (178) (94)
Taiwan Dollar (170) (44)
German Mark (121) (48)
At March 28, 1998 and March 29, 1997, outstanding foreign exchange
contracts primarily consisted of short-term forward contracts. Net
deferred gains at March 28, 1998, and net deferred losses at March 29,
1997, on these forward contracts which hedge designated firm commitments
were immaterial.
As of the end of the reporting period, the Company had no outstanding
interest rate swaps, commodity derivatives, currency swaps or options
relating to either its debt instruments or investments. The Company does
not have any derivatives to hedge the value of its equity investments in
affiliated companies.
The Company's research and development expenditures were $703 million in
the first quarter of 1998, compared with $614 million in the first quarter
of 1997. Research and development expenditures for the year ended December
31, 1997 were $2.7 billion. The Company continues to believe that a strong
commitment to research and development drives long-term growth. The
Company's capital expenditures for the first quarter of 1998 totaled $684
million, compared with $521 million in the first quarter of 1997. The
Company is currently anticipating that capital expenditures for 1998 will
increase to $4.0 billion.
Return on average invested capital (net earnings divided by the sum of
stockholders' equity and net debt) was 7.2 percent based on the performance
of the four preceding fiscal quarters ending March 28, 1998, compared with
8.0 percent based on the performance of the four preceding fiscal quarters
ending March 29, 1997. Motorola's current ratio (the ratio of current
assets to current liabilities) was 1.44 at March 28, 1998, compared to 1.46
at December 31, 1997.
Outlook:
The first-quarter results were greatly affected by the worldwide impact
of Asian deflationary currency-influenced price competition, lower
Asian consumer confidence than a year ago and unfavorable shifts in
product mix. These conditions may continue for several more quarters.
Second-quarter sales are expected to be below those of a year ago.
Second-quarter earnings could be equal to or less than 1998
first-quarter earnings, excluding special items.
However, the Company remains fully committed to long-term growth
prospects in Asia and throughout the world while taking appropriate
capital spending and cost control measures to match capacity with
demand. Such ongoing actions include consolidating manufacturing
operations and reduced staffing or shortened work weeks in several
businesses.
Despite the weakness in Asia, the Company is benefiting from strong
growth in Latin America and continued expansion in the U.S.
Business Risks:
Statements that are not historical facts are forward-looking and involve
risks and uncertainties. These include statements in "Outlook" and
statements about the launch of commercial service by Iridium LLC, Iridium
LLC's financing needs and the Company's 1998 capital expenditures.
Motorola wishes to caution the reader that the factors below and those in
Motorola's 1998 Proxy Statement on pages F-8 and F-9 and in its other SEC
filings could cause Motorola's results to differ materially from those
stated in the forward-looking statements. These factors include (i) the
success of efforts to stabilize economic conditions in Asia; (ii) pricing
pressures and demand for product, especially in light of the current
economic conditions in Asia; (iii) the potential that the impact of
weakened currencies in Southeast Asia could spread to countries where
Motorola does a sizable amount of business, including China and Japan; (iv)
the ability of Motorola's cellular businesses to continue to transition to
digital products and gain market share; (v) product and technology
development and commercialization risks, including for newer digital
products and Iridium(Registered Trademark) products; (vi) the success of
strategic decisions to improve performance; (vii) steady growth in emerging
markets; (viii) unanticipated changes in demand for products; and (ix)
continued weak demand for paging products in North America and China.
IRIDIUM(Registered Trademark) is a registered trademark and service
mark of Iridium LLC.
Motorola, Inc. and Subsidiaries
Information by Industry Segment
(Unaudited)
Summarized below are the Company's segment sales as defined by industry
segment for the three months ended March 28, 1998 and March 29, 1997:
(Dollars in millions)
Three months ended
March 28, March 29,
1998 1997 % Change
Cellular Products $2,808 $2,713 3
Semiconductor Products 1,833 1,808 1
Land Mobile Products 1,243 977 27
Messaging, Information
and Media Products 693 924 (25)
Other Products 1,018 876 16
Adjustments & eliminations (709) (656) 8
Industry segment totals $6,886 $6,642 4
Part II _ Other Information
Item 1 _ Legal Proceedings.
See Item 3 of the Company's Form 10-K for the fiscal year ended December
31, 1997 for disclosures regarding pending matters.
In the opinion of management, the ultimate disposition of these matters will not
have a material adverse effect on the consolidated financial position, liquidity
or results of operations of Motorola.
Item 2 _ Changes in Securities.
Not applicable.
Item 3 _ Defaults Upon Senior Securities.
Not applicable.
Item 4 _ Submission of Matters to Vote of Security Holders.
(a) and (c). The Company held its annual meeting of the stockholders on May 4,
1998, and the following matters were voted on at that meeting:
1. The election of the following directors, who will serve until their
successors are elected and qualified, or their earlier death or resignation:
BROKER
DIRECTOR FOR WITHHELD NON-VOTES
Ronnie C. Chan 513,386,757 8,683,888 0
H. Lawrence Fuller 515,812,691 6,257,954 0
Christopher B. Galvin 515,636,868 6,433,777 0
Robert W. Galvin 515,536,527 6,534,118 0
Robert L. Growney 515,777,042 6,293,603 0
Anne P. Jones 515,705,814 6,364,831 0
Donald R. Jones 515,705,440 6,365,205 0
Judy C. Lewent 515,788,666 6,281,979 0
Walter E. Massey 515,789,029 6,281,616 0
Thomas J. Murrin 515,712,626 6,358,019 0
Nicholas Negreponte 515,704,034 6,366,611 0
John E. Pepper, Jr. 515,901,300 6,169,345 0
Samuel C. Scott III 515,860,819 6,209,826 0
Gary L. Tooker 515,845,383 6,225,262 0
B. Kenneth West 515,763,794 6,306,851 0
John A. White 515,785,110 6,285,535 0
2. The adoption of the Motorola Incentive Plan of 1998 was approved by the
following vote: For, 362,067,901; Against, 25,886,659; Abstain, 3,877,919; and
Broker Non-Votes, 130,238,166.
Item 5 _ Other Information.
Not applicable.
Item 6 _ Exhibits and Reports on Form 8-K.
(a) Exhibits
10 Motorola Incentive Plan of 1998
27 Financial Data Schedule (filed only electronically with the
SEC)
(b) Reports on Form 8-K
No reports on form 8-K were filed during the first quarter
of 1998
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOTOROLA, INC.
(Registrant)
Date: May 8, 1998 By: /s/ Kenneth J. Johnson
Kenneth J. Johnson
Senior Vice President and Controller
(Chief Accounting Officer and Duly
Authorized Officer of the Registrant)
EXHIBIT INDEX
Number Description of Exhibits
10 Motorola Incentive Plan of 1998
27 Financial Data Schedule (filed only electronically with the
SEC)