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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 10-Q



(Mark One)    

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended July 3, 2010

or

o

 

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
(State of Incorporation)
  36-1115800
(I.R.S. Employer Identification No.)

1303 E. Algonquin Road,
Schaumburg, Illinois

(Address of principal executive offices)

 

60196
(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 ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller
reporting company)
  Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

         The number of shares outstanding of each of the issuer's classes of common stock as of the close of business on July 3, 2010:

Class
 
Number of Shares
Common Stock; $.01 Par Value   2,333,888,938


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  Page

PART I FINANCIAL INFORMATION

  1

Item 1 Financial Statements

   
 

Condensed Consolidated Statements of Operations (Unaudited) for the Three Months and Six Months Ended July 3, 2010 and July 4, 2009

  1
 

Condensed Consolidated Balance Sheets (Unaudited) as of July 3, 2010 and December 31, 2009

  2
 

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) for the Six Months Ended July 3, 2010

  3
 

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended July 3, 2010 and July 4, 2009

  4
 

Notes to Condensed Consolidated Financial Statements (Unaudited)

  5

Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations

  31

Item 3 Quantitative and Qualitative Disclosures About Market Risk

  55

Item 4 Controls and Procedures

  57

PART II OTHER INFORMATION

 
58

Item 1 Legal Proceedings

  58

Item 1A Risk Factors

  58

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

  59

Item 3 Defaults Upon Senior Securities

  59

Item 4 (Removed and Reserved)

  59

Item 5 Other Information

  59

Item 6 Exhibits

  60

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  1


Part I—Financial Information

Motorola, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

    Three Months Ended     Six Months Ended  
   

(In millions, except per share amounts)

    July 3,
2010
    July 4,
2009
    July 3,
2010
    July 4,
2009
 
   

Net sales

  $ 5,414   $ 5,497   $ 10,458   $ 10,868  

Costs of sales

    3,412     3,787     6,670     7,662  
   

Gross margin

    2,002     1,710     3,788     3,206  
   

Selling, general and administrative expenses

    896     822     1,772     1,691  

Research and development expenditures

    762     775     1,519     1,622  

Other charges (income)

    (19 )   103     58     332  
   

Operating earnings (loss)

    363     10     439     (439 )
   

Other income (expense):

                         
 

Interest expense, net

    (38 )   (30 )   (71 )   (65 )
 

Gain on sales of investments and businesses, net

    53     30     61     10  
 

Other

    (33 )   23     (21 )   93  
   

Total other income (expense)

    (18 )   23     (31 )   38  
   

Earnings (loss) from continuing operations before income taxes

    345     33     408     (401 )

Income tax expense (benefit)

    179     (2 )   174     (148 )
   

Earnings (loss) from continuing operations

    166     35     234     (253 )

Earnings from discontinued operations, net of tax

                60  
   

Net earnings (loss)

    166     35     234     (193 )
   

Less: Earnings attributable to noncontrolling interests

    4     9     3     12  
   

Net earnings (loss) attributable to Motorola, Inc.

  $ 162   $ 26   $ 231   $ (205 )
   

Amounts attributable to Motorola, Inc. common shareholders:

                         

Earnings (loss) from continuing operations, net of tax

  $ 162   $ 26   $ 231   $ (265 )

Earnings from discontinued operations, net of tax

                60  
   
 

Net earnings (loss)

  $ 162   $ 26   $ 231   $ (205 )
   

Earnings (loss) per common share:

                         
 

Basic:

                         
   

Continuing operations

  $ 0.07   $ 0.01   $ 0.10   $ (0.12 )
   

Discontinued operations

                0.03  
                   

  $ 0.07   $ 0.01   $ 0.10   $ (0.09 )
                   
 

Diluted:

                         
   

Continuing operations

  $ 0.07   $ 0.01   $ 0.10   $ (0.12 )
   

Discontinued operations

                0.03  
                   

  $ 0.07   $ 0.01   $ 0.10   $ (0.09 )
                   

Weighted average common shares outstanding:

                         
 

Basic

    2,328.8     2,293.9     2,322.0     2,286.5  
 

Diluted

    2,365.0     2,306.4     2,352.9     2,286.5  

Dividends paid per common share of Motorola, Inc.

  $ 0.00   $ 0.00   $ 0.00   $ 0.05  
   

See accompanying notes to condensed consolidated financial statements (unaudited).


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Motorola, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)

(In millions, except par value amounts)

    July 3,
2010
    December 31,
2009
 
   


ASSETS


 

Cash and cash equivalents

  $ 2,893   $ 2,869  

Sigma Fund

    5,313     5,092  

Short-term investments

    25     2  

Accounts receivable, net

    3,465     3,495  

Inventories, net

    1,299     1,308  

Deferred income taxes

    1,212     1,082  

Other current assets

    1,807     2,184  
       
 

Total current assets

    16,014     16,032  
       

Property, plant and equipment, net

    1,968     2,154  

Sigma Fund

    105     66  

Investments

    322     459  

Deferred income taxes

    1,882     2,284  

Goodwill

    2,828     2,823  

Other assets

    1,693     1,785  
       
 

Total assets

  $ 24,812   $ 25,603  
   


LIABILITIES AND STOCKHOLDERS' EQUITY


 

Notes payable and current portion of long-term debt

  $ 531   $ 536  

Accounts payable

    2,336     2,429  

Accrued liabilities

    5,020     5,296  
       
 

Total current liabilities

    7,887     8,261  
       

Long-term debt

    2,907     3,365  

Other liabilities

    3,798     4,094  

Stockholders' Equity

             

Preferred stock, $100 par value

         

Common stock, $.01 par value:

    23     23  
 

Authorized shares: 4,200.0

             
 

Issued shares: 07/03/10—2,339.9; 12/31/09—2,314.2

             
 

Outstanding shares: 07/03/10—2,333.9; 12/31/09—2,312.1

             

Additional paid-in capital

    8,411     8,211  

Retained earnings

    4,058     3,827  

Accumulated other comprehensive loss

    (2,376 )   (2,286 )
       
 

Total Motorola, Inc. stockholders' equity

    10,116     9,775  

Non-controlling interests

    104     108  
       
 

Total stockholders' equity

    10,220     9,883  
       
 

Total liabilities and stockholders' equity

  $ 24,812   $ 25,603  
   

See accompanying notes to condensed consolidated financial statements (unaudited).


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Motorola, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)

  Motorola, Inc. Shareholders                

              Accumulated Other Comprehensive Income (Loss)                      

(In millions)

    Shares     Common
Stock and
Additional
Paid-in
Capital
    Fair Value
Adjustment
to
Available
for Sale
Securities,
Net of Tax
    Foreign
Currency
Translation
Adjustments,
Net of Tax
    Retirement
Benefits
Adjustments,
Net of Tax
    Other
Items,
Net of Tax
    Retained
Earnings
    Non-controlling
Interests
    Comprehensive
Earnings (Loss)
 
   

Balances at December 31, 2009

    2,314.2   $ 8,234   $ 70   $ (63 ) $ (2,295 ) $ 2   $ 3,827   $ 108        
         

Net earnings

                                        231     3   $ 234  

Net unrealized loss on securities, net of tax of $(35)

                (59 )                                 (59 )

Foreign currency translation adjustments, net of tax of $(11)

                      (106 )                           (106 )

Amortization of retirement benefit adjustments, net of tax of $30

                            57                       57  

Plan amendment, net of tax of $0

                            22                       22  

Issuance of common stock and stock options exercised

    25.7     43                                            

Tax shortfalls from stock-based compensation

          (16 )                                          

Share-based compensation expense

          149                                            

Net loss on derivative instruments, net of tax of $(2)

                                  (4 )               (4 )

Dividends paid to noncontrolling interest on subsidiary common stock

                                              (7 )      

Reclassification of share-based awards from liability to equity

          24                                            
   

Balances at July 3, 2010

    2,339.9   $ 8,434   $ 11   $ (169 ) $ (2,216 ) $ (2 ) $ 4,058   $ 104   $ 144  
   

See accompanying notes to condensed consolidated financial statements (unaudited).


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Motorola, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

  Six Months Ended    

(In millions)

    July 3,
2010
    July 4,
2009
 
   

Operating

             

Net earnings (loss) attributable to Motorola, Inc.

  $ 231   $ (205 )

Earnings attributable to noncontrolling interests

    3     12  
       

Net earnings (loss)

    234     (193 )

Earnings from discontinued operations

        60  
       

Earnings (loss) from continuing operations

    234     (253 )

Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by (used for) operating activities:

             

Depreciation and amortization

    341     382  

Non-cash other income

    (18 )   (5 )

Share-based compensation expense

    149     150  

Gain on sales of investments and businesses, net

    (61 )   (10 )

Loss (gain) from the extinguishment of long-term debt

    12     (67 )

Deferred income taxes

    261     (35 )

Changes in assets and liabilities, net of effects of acquisitions and dispositions:

             
 

Accounts receivable

    (17 )   (203 )
 

Inventories

        990  
 

Other current assets

    368     507  
 

Accounts payable and accrued liabilities

    (356 )   (2,203 )
 

Other assets and liabilities

    (186 )   (117 )
       
 

Net cash provided by (used for) operating activities

    727     (864 )
   

Investing

             

Acquisitions and investments, net

    (26 )   (21 )

Proceeds from sales of investments and businesses, net

    243     226  

Capital expenditures

    (146 )   (137 )

Proceeds from sales of property, plant and equipment

    28     6  

Proceeds from sales (purchases) of Sigma Fund investments, net

    (248 )   670  

Proceeds from sales (purchases) of short-term investments, net

    (23 )   180  
       
 

Net cash provided by (used for) investing activities

    (172 )   924  
   

Financing

             

Repayment of short-term borrowings, net

    (5 )   (54 )

Repayment of debt

    (481 )   (129 )

Issuance of common stock

    68     56  

Payment of dividends

        (114 )

Other, net

    (7 )   6  
       
 

Net cash used for financing activities

    (425 )   (235 )
   

Effect of exchange rate changes on cash and cash equivalents from continuing operations

    (106 )   (8 )
   

Net increase in cash and cash equivalents

    24     (183 )

Cash and cash equivalents, beginning of period

    2,869     3,064  
   

Cash and cash equivalents, end of period

  $ 2,893   $ 2,881  
   

Cash Flow Information

             
   

Cash paid during the period for:

             

Interest, net

  $ 130   $ 133  

Income taxes, net of refunds

    34     174  
   

See accompanying notes to condensed consolidated financial statements (unaudited).


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Motorola, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except as noted)
(Unaudited)

1.   Basis of Presentation

        The condensed consolidated financial statements as of July 3, 2010 and for the three and six months ended July 3, 2010 and July 4, 2009, include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly Motorola, Inc.'s (the "Company's") consolidated financial position, results of operations and cash flows for all periods presented.

        Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2009. The results of operations for the three and six months ended July 3, 2010 are not necessarily indicative of the operating results to be expected for the full year. Certain amounts in prior period financial statements and related notes have been reclassified to conform to the 2010 presentation.

        The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.


Change in Segment Presentation

        On February 11, 2010, the Company announced that it is targeting the first quarter of 2011 for the completion of its planned separation into two independent, publicly traded companies. The Company currently expects that, upon separation, one public company will be comprised of the Company's Mobile Devices and Home businesses and the other public company will be comprised of the Company's Enterprise Mobility Solutions and Networks businesses. As a result of this announcement, Motorola, Inc. realigned its businesses during the first quarter of 2010 and now reports financial results for the following four operating business segments:

        Additionally, prior to the first quarter of 2010, certain costs, including some elements of share-based compensation, intangible assets amortization expense, business-related asset impairments and other Corporate expenses, were recorded at Corporate and included in Other and Eliminations. In addition to the business realignment discussed above, effective as of the first quarter of 2010, the Company now allocates the costs described above to the operating business segments.

        Accordingly, previously reported segment results for the three and six months ended July 4, 2009, have been revised to reflect the new segment presentation and the allocation of Corporate costs.


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Recently Adopted New Accounting Guidance

Revenue Recognition

        In October 2009, the Financial Accounting Standards Board ("FASB") issued new guidance which amended the accounting standards for revenue arrangements with multiple deliverables. The new guidance changes the criteria required to separate deliverables into separate units of accounting when they are sold in a bundled arrangement and requires an entity to allocate an arrangement's consideration using estimated selling prices ("ESP") of deliverables if a vendor does not have vendor-specific objective evidence of selling price ("VSOE") or third-party evidence of selling price ("TPE"). The new guidance also eliminates the use of the residual method to allocate an arrangement's consideration.

        In October 2009, the FASB also issued new guidance to remove from the scope of software revenue recognition guidance tangible products containing software components and non-software components that function together to deliver the tangible product's essential functionality.

        The new accounting guidance is effective for revenue arrangements entered into or materially modified after June 15, 2010. The standards permit prospective or retrospective adoption as well as early adoption. The Company elected to adopt this guidance early, at the beginning of its first quarter of fiscal 2010 on a prospective basis for applicable arrangements that were entered into or materially modified after January 1, 2010.

        The Company's material revenue streams are the result of a wide range of activities, from the delivery of stand-alone equipment to custom design and installation over a period of time to bundled sales of devices, equipment, software and services. The Company enters into revenue arrangements that may consist of multiple deliverables of its product and service offerings due to the needs of its customers. Additionally, many of the Company's products have both software and non-software components that function together to deliver the product's essential functionality. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectibility of the sales price is reasonably assured. In addition to these general revenue recognition criteria, the following specific revenue recognition policies are followed:


        Products and Equipment —For product and equipment sales, revenue recognition generally occurs when products or equipment have been shipped, risk of loss has transferred to the customer, objective evidence exists that customer acceptance provisions have been met, no significant obligations remain and allowances for discounts, price protection, returns and customer incentives can be reliably estimated. Recorded revenues are reduced by these allowances. The Company bases its estimates of these allowances on historical experience taking into consideration the type of products sold, the type of customer, and the specific type of transaction in each arrangement. Where customer incentives cannot be reliably estimated, the Company recognizes revenue at the time the product sells through the distribution channel to the end customer.


        Long-Term Contracts —For long-term contracts that involve customization of the Company's equipment or software, the Company generally recognizes revenue using the percentage of completion method based on the percentage of costs incurred to date compared to the total estimated costs to complete the contract. In certain instances, when revenues or costs associated with long-term contracts cannot be reliably estimated or the contract contains other inherent uncertainties, revenues and costs are deferred until the project is complete and customer acceptance is obtained. When current estimates of total contract revenue and contract costs indicate a contract loss, the loss is recognized in the period it becomes evident.


        Services —Revenue for services is generally recognized ratably over the contract term as services are performed.


        Software and Licenses —Revenue from pre-paid perpetual licenses is recognized at the inception of the arrangement, presuming all other relevant revenue recognition criteria are met. Revenue from non-perpetual licenses or term licenses is recognized ratably over the period that the licensee uses the license. Revenue from software maintenance, technical support and unspecified upgrades is generally recognized over the period that these services are delivered.


        Multiple-Element Arrangements —Arrangements with customers may include multiple deliverables, including any combination of products, equipment, services and software. These multiple element arrangements could also include an element accounted for as a long-term contract coupled with other products, equipment, services and software. For the Company's multiple-element arrangements where at least one of the deliverables is not subject to existing software revenue recognition guidance, deliverables are separated into more than one unit of


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accounting when (i) the delivered element(s) have value to the customer on a stand-alone basis, and (ii) delivery of the undelivered element(s) is probable and substantially in the control of the Company. Based on the new accounting guidance adopted January 1, 2010, revenue is then allocated to each unit of accounting based on the relative selling price of each unit of accounting based first on VSOE if it exists, based next on TPE if VSOE does not exist, and, finally, if both VSOE and TPE do not exist, based on ESP.

        Once elements of an arrangement are separated into more than one unit of accounting, revenue is recognized for each separate unit of accounting based on the nature of the revenue as described above.

        The Company's arrangements with multiple deliverables may also contain a stand-alone software deliverable that is subject to the existing software revenue recognition guidance. The revenue for these multiple-element arrangements is allocated to the software deliverable and the non-software deliverable(s) based on the relative selling prices of all of the deliverables in the arrangement using the hierarchy in the new revenue accounting guidance. In circumstances where the Company cannot determine VSOE or TPE of the selling price for all of the deliverables in the arrangement, including the software deliverable, ESP is used for the purpose of allocating the arrangement consideration.

        The Company's arrangements with multiple deliverables may be comprised entirely of deliverables that are all still subject to the existing software revenue recognition guidance. For these arrangements, revenue is allocated to the deliverables based on VSOE. Should VSOE not exist for the undelivered software element, revenue is deferred until either the undelivered element is delivered or VSOE is established for the element, whichever occurs first. When the fair value of a delivered element has not been established, but fair value exists for the undelivered elements, the Company uses the residual method to recognize revenue if the fair value of all undelivered elements is determinable. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement consideration is allocated to the delivered elements and is recognized as revenue.


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        Net sales as reported and pro forma net sales that would have been reported during the three and six months ended July 3, 2010, if the transactions entered into or materially modified after January 1, 2010, were still subject to the previous accounting guidance are shown in the following table:


  Three Months Ended     Six Months Ended    

July 3, 2010

    As Reported     Pro Forma Basis     As Reported     Pro Forma Basis  
   

Net sales

  $ 5,414   $ 4,984   $ 10,458   $ 9,589  
   

        For the three and six months ended July 3, 2010, the difference between the amount of revenue recorded under the new accounting guidance for revenue recognition as compared to the pro forma amount that would have been recorded under the prior accounting guidance relates primarily to sales of smartphones by the Company's Mobile Devices segment. The individual impact to the Company's other businesses was not material. The pro forma basis revenue reflects the recognition of revenue related to smartphones that contain a service element and unspecified software upgrade rights under a subscription-based model under which revenue is recognized ratably over the estimated expected life of the smartphone as the Company was unable to determine VSOE for the undelivered element in the transaction. To the extent that the smartphone arrangement contains a specified software upgrade right, the subscription model is deferred until the specified software upgrade is delivered as the Company was unable to determine VSOE for the specified software upgrade right. Once the specified software upgrade is delivered, revenue is then recognized under the subscription-based model over the remainder of the estimated expected life of the smartphone. The as reported revenue reflects the allocation of revenue related to smartphones shipped under arrangements executed during the three and six months ended July 3, 2010 using ESP for the device, the service, specified software upgrade rights, when applicable, and the unspecified software upgrade rights, resulting in a lower deferral of revenue than under prior accounting guidance. Both the as reported revenue and the pro forma basis revenue contain the revenue recognized under the subscription-based revenue recognition model related to smartphones that contain a service element and unspecified software that shipped under arrangements executed during the year ended December 31, 2009.

        Based on the Company's current sales strategies, the newly adopted accounting guidance for revenue recognition is not expected to have a significant effect on the timing and pattern of revenue recognition for sales in periods after the initial adoption when applied to multiple-element arrangements, except for the continued impact on smartphone revenue recognition.

2.   Discontinued Operations

        During the six months ended July 4, 2009, the Company completed the sale of: (i) Good Technology, and (ii) the biometrics business, which includes its Printrak trademark. Collectively, the Company received $163 million in net cash and recorded a net gain on sale of the businesses of $175 million before income taxes, which is included in Earnings from discontinued operations, net of tax, in the Company's condensed consolidated statements of operations. The operating results of these businesses, formerly included as part of the Enterprise Mobility Solutions segment, are reported as discontinued operations in the condensed consolidated financial statements for the period ending July 4, 2009.

        The following table displays summarized activity in the Company's condensed consolidated statements of operations for discontinued operations during the six months ended July 4, 2009, all of which occurred during the three months ended April 4, 2009. The Company had no such activity during the three months ended July 4, 2009.

Six Months Ended

    July 4,
2009
 
   

Net sales

  $ 19  

Operating loss

    (11 )

Gains on sales of investments and businesses, net

    175  

Earnings before income taxes

    162  

Income tax expense

    102  

Earnings from discontinued operations, net of tax

    60  
   

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3.   Other Financial Data

Statement of Operations Information

Other Charges

        Other charges included in Operating earnings (loss) consist of the following:

  Three Months
Ended
 
  Six Months
Ended
 
 

    July 3,
2010
    July 4,
2009
    July 3,
2010
    July 4,
2009
 
   

Other charges:

                         
 

Separation-related transaction costs

  $ 105   $   $ 130   $  
 

Amortization of intangible assets

    65     70     130     141  
 

Royalty settlement

    21         21      
 

Reorganization of business charges

    18     49     34     207  
 

Facility impairment charge

        39         39  
 

Legal settlements

    (228 )   (55 )   (257 )   (55 )
                   

  $ (19 ) $ 103   $ 58   $ 332  
   

        During the three months ended July 4, 2009, the Company classified a facility as held for sale and wrote it down to its fair value, less estimated selling costs, resulting in an impairment loss of $39 million, which was included in Other charges for the period.

        In June 2010, the Company announced that it had entered into a settlement and license agreement with another company, which resolves all outstanding litigation between the two companies. The agreement includes provisions for an upfront payment of $175 million from the other company to Motorola, Inc., future royalties to be paid by the other company to Motorola, Inc. for the license of certain intellectual property, and the transfer of certain patents between the companies. As a result of this agreement and the valuation of the patents exchanged, the Company recorded a pre-tax gain of $228 million during the three months ended July 3, 2010, related to the settlement of the outstanding litigation between the parties.


Other Income (Expense)

        Interest expense, net, and Other, both included in Other income (expense), consist of the following:

  Three Months
Ended
 
  Six Months
Ended
 
 

    July 3,
2010
    July 4,
2009
    July 3,
2010
    July 4,
2009
 
   

Interest income (expense), net:

                         
 

Interest expense

  $ (59 ) $ (49 ) $ (120 ) $ (111 )
 

Interest income

    21     19     49     46  
                   

  $ (38 ) $ (30 ) $ (71 ) $ (65 )
                   

Other:

                         
 

Gain (loss) from the extinguishment of the Company's outstanding long-term debt

  $ (12 ) $   $ (12 ) $ 67  
 

Investment impairments

    (10 )   (26 )   (19 )   (33 )
 

Foreign currency loss

    (8 )   (34 )   (5 )   (28 )
 

Gain (loss) on Sigma Fund investments

    (4 )   68     12     75  
 

Other

    1     15     3     12  
                   

  $ (33 ) $ 23   $ (21 ) $ 93  
   

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Earnings (Loss) Per Common Share

        The computation of basic and diluted earnings (loss) per common share attributable to Motorola, Inc. common shareholders is as follows:


  Amounts attributable to Motorola, Inc.
common shareholders
 
 

  Continuing Operations     Net Earnings    

Three Months Ended

    July 3,
2010
    July 4,
2009
    July 3,
2010
    July 4,
2009
 
   

Basic earnings per common share:

                         

Earnings

  $ 162   $ 26   $ 162   $ 26  

Weighted average common shares outstanding

    2,328.8     2,293.9     2,328.8     2,293.9  
                   

Per share amount

  $ 0.07   $ 0.01   $ 0.07   $ 0.01  
                   

Diluted earnings per common share:

                         

Earnings

  $ 162   $ 26   $ 162   $ 26  
                   

Weighted average common shares outstanding

    2,328.8     2,293.9     2,328.8     2,293.9  
                   

Add effect of dilutive securities:

                         

Share-based awards and other

    36.2     12.5     36.2     12.5  
                   

Diluted weighted average common shares outstanding

    2,365.0     2,306.4     2,365.0     2,306.4  
                   

Per share amount

  $ 0.07   $ 0.01   $ 0.07   $ 0.01  
   

 

  Amounts attributable to Motorola, Inc.
common shareholders
 
 

  Continuing Operations     Net Earnings
(Loss)
 
 

Six Months Ended

    July 3,
2010
    July 4,
2009
    July 3,
2010
    July 4,
2009
 
   

Basic earnings (loss) per common share:

                         

Earnings (loss)

  $ 231   $ (265 ) $ 231   $ (205 )

Weighted average common shares outstanding

    2,322.0     2,286.5     2,322.0     2,286.5  
                   

Per share amount

  $ 0.10   $ (0.12 ) $ 0.10   $ (0.09 )
                   

Diluted earnings (loss) per common share:

                         

Earnings (loss)

  $ 231   $ (265 ) $ 231   $ (205 )
                   

Weighted average common shares outstanding

    2,322.0     2,286.5     2,322.0     2,286.5  
                   

Add effect of dilutive securities:

                         

Share-based awards and other

    30.9         30.9      
                   

Diluted weighted average common shares outstanding

    2,352.9     2,286.5     2,352.9     2,286.5  
                   

Per share amount

  $ 0.10   $ (0.12 ) $ 0.10   $ (0.09 )
   

        In the computation of diluted earnings per common share from both continuing operations and on a net earnings basis for the three months ended July 3, 2010 and July 4, 2009, 153.9 million and 178.6 million, respectively, out-of-the-money stock options and the assumed vesting of 48.8 million and 42.0 million, respectively, restricted stock units were excluded because their inclusion would have been antidilutive. In the computation of diluted earnings per common share from both continuing operations and on a net earnings basis for the six months ended July 3, 2010, the assumed exercise of 153.1 million stock options and the assumed vesting of 43.9 million restricted stock units were excluded because their inclusion would have been antidilutive. For the six months ended July 4, 2009, the Company was in a net loss position and, accordingly, the assumed exercise of 207.6 million stock options and the assumed vesting of 35.3 restricted stock units were excluded from diluted weighted average shares outstanding because their inclusion would have been antidilutive.


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Balance Sheet Information

Cash and Cash Equivalents

        The Company's cash and cash equivalents (which are highly-liquid investments with an original maturity of three months or less) were $2.9 billion at July 3, 2010 and December 31, 2009. Of these amounts, $216 million and $206 million, respectively, were restricted.


Sigma Fund

        The Sigma Fund consists of the following:


  July 3, 2010     December 31, 2009    

Fair Value

    Current     Non-current     Current     Non-Current  
   

Cash

  $   $   $ 202   $  

Securities:

                         
 

U.S. government, agency and government-sponsored enterprise obligations

    5,275         4,408      
 

Corporate bonds

    28     66     367     63  
 

Asset-backed securities

    1     2     66      
 

Mortgage-backed securities

    9     37     49     3  
                   

  $ 5,313   $ 105   $ 5,092   $ 66  
   

        The fair market value of investments in the Sigma Fund was $5.4 billion and $5.2 billion at July 3, 2010 and December 31, 2009, respectively.

        During the three and six months ended July 3, 2010, the Company recorded a loss on Sigma Fund investments of $4 million and a gain of $12 million, respectively, in Other income (expense) in the condensed consolidated statement of operations. During the three and six months ended July 4, 2009, the Company recorded gains on Sigma Fund investments of $68 million and $75 million, respectively, in Other income (expense) in the condensed consolidated statement of operations.


Investments

        Investments consist of the following:

  Recorded Value     Less          

July 3, 2010

    Short-term
Investments
    Investments     Unrealized
Gains
    Unrealized
Losses
    Cost
Basis
 
   

Certificates of deposit

  $ 23   $   $   $   $ 23  

Available-for-sale securities:

                               
 

U.S. government, agency and government-sponsored enterprise obligations

        24     1         23  
 

Corporate bonds

    2     9             11  
 

Mortgage-backed securities

        3             3  
 

Common stock and equivalents

        46     16         30  
                       

    25     82     17         90  

Other securities, at cost

        187             187  

Equity method investments

        53             53  
                       

  $ 25   $ 322   $ 17   $   $ 330  
   

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12  
 

 


  Recorded Value     Less          

December 31, 2009

    Short-term Investments     Investments     Unrealized Gains     Unrealized Losses     Cost Basis  
   

Available-for-sale securities:

                               
 

U.S. government, agency and government-sponsored enterprise obligations

  $   $ 23   $ 1   $   $ 22  
 

Corporate bonds

    2     10             12  
 

Mortgage-backed securities

        3             3  
 

Common stock and equivalents

        147     111     (1 )   37  
                       

    2     183     112     (1 )   74  

Other securities, at cost

        223             223  

Equity method investments

        53             53  
                       

  $ 2   $ 459   $ 112   $ (1 ) $ 350  
   

        During the three and six months ended July 3, 2010, the Company recorded investment impairment charges of $10 million and $19 million, respectively, representing other-than-temporary declines in the value of the Company's investment portfolio, primarily related to common stock and equivalents and other securities recorded at cost. During the three and six months ended July 4, 2009, the Company recorded investment impairment charges of $26 million and $33 million, respectively, representing other-than-temporary declines in the value of the Company's investment portfolio, primarily related to other securities recorded at cost. Investment impairment charges are included in Other within Other income (expense) in the Company's condensed consolidated statements of operations.


Accounts Receivable, Net

        Accounts receivable, net, consists of the following:

    July 3,
2010
    December 31,
2009
 
   

Accounts receivable

  $ 3,603   $ 3,637  

Less allowance for doubtful accounts

    (138 )   (142 )
           

  $ 3,465   $ 3,495  
   


Inventories, Net

        Inventories, net, consist of the following:

    July 3,
2010
    December 31,
2009
 
   

Work-in-process and production materials

  $ 1,229   $ 1,062  

Finished goods

    809     1,062  
           

    2,038     2,124  

Less inventory reserves

    (739 )   (816 )
           

  $ 1,299   $ 1,308  
   

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Other Current Assets

        Other current assets consists of the following:


    July 3,
2010
    December 31,
2009
 
   

Costs and earnings in excess of billings

  $ 562   $ 686  

Contract-related deferred costs

    531     616  

Contractor receivables

    257     342  

Value-added tax refunds receivable

    43     95  

Other

    414     445  
           

  $ 1,807   $ 2,184  
   


Property, Plant and Equipment, Net

        Property, plant and equipment, net, consists of the following:

    July 3,
2010
    December 31,
2009
 
   

Land

  $ 125   $ 127  

Building

    1,803     1,823  

Machinery and equipment

    4,681     5,187  
           

    6,609     7,137  

Less accumulated depreciation

    (4,641 )   (4,983 )
           

  $ 1,968   $ 2,154  
   

        Depreciation expense for the three months ended July 3, 2010 and July 4, 2009 was $103 million and $121 million, respectively. Depreciation expense for the six months ended July 3, 2010 and July 4, 2009 was $210 million and $240 million, respectively.


Other Assets

        Other assets consists of the following:

    July 3,
2010
    December 31,
2009
 
   

Intangible assets, net of accumulated amortization of $1,492 and $1,375

  $ 522   $ 593  

Contract-related deferred costs

    340     345  

Royalty license arrangements

    256     255  

Value-added tax refunds receivable

    115     127  

Long-term receivables, net of allowances of $3 and $9

    201     117  

Other

    259     348  
           

  $ 1,693   $ 1,785  
   

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14  
 


Accrued Liabilities

        Accrued liabilities consists of the following:

    July 3,
2010
    December 31,
2009
 
   

Deferred revenue

  $ 1,442   $ 1,325  

Compensation

    592     634  

Customer reserves

    408     424  

Billings in excess of costs and earnings

    307     336  

Warranty reserves

    236     226  

Contractor payables

    209     240  

Tax liabilities

    201     258  

Customer downpayments

    99     178  

Other

    1,526     1,675  
           

  $ 5,020   $ 5,296  
   


Other Liabilities

        Other liabilities consists of the following:

    July 3,
2010
    December 31,
2009
 
   

Defined benefit plans, including split dollar life insurance policies

  $ 2,328   $ 2,450  

Deferred revenue

    662     713  

Postretirement health care benefit plan

    292     287  

Unrecognized tax benefits

    75     196  

Other

    441     448  
           

  $ 3,798   $ 4,094  
   

Stockholders' Equity Information

Payment of Dividends

        During the six months ended July 3, 2010, the Company paid no cash dividends to holders of its common stock. During the six months ended July 4, 2009, the Company paid $114 million in cash dividends to holders of its common stock, all of which was paid during the three months ended April 4, 2009, related to the payment of a dividend declared in November 2008. In February 2009, the Company announced that its Board of Directors suspended the declaration of quarterly dividends on the Company's common stock.

4.   Debt and Credit Facilities

Long-Term Debt

        During the six months ended July 3, 2010, the Company repurchased $500 million of its outstanding long-term debt for a purchase price of $477 million, excluding approximately $5 million of accrued interest, all of which occurred during the three months ended July 3, 2010. The $500 million of long-term debt repurchased included principal amounts of: (i) $65 million of the $379 million then outstanding of the 6.50% Debentures due 2025, (ii) $75 million of the $286 million then outstanding of the 6.50% Debentures due 2028, (iii) $222 million of the $446 million then outstanding of the 6.625% Senior Notes due 2037, and (iv) $138 million of the $252 million then outstanding of the 5.22% Debentures due 2097. After accelerating the amortization of debt issuance costs and debt discounts, the Company recognized a loss of approximately $12 million related to this debt tender in Other within Other income (expense) in the condensed consolidated statements of operations.

        During the six months ended July 4, 2009, the Company repurchased $199 million of its outstanding long-term debt for a purchase price of $129 million, excluding approximately $4 million of accrued interest, all of which occurred during the three months ended April 4, 2009. The $199 million of long-term debt repurchased included principal amounts of: (i) $11 million of the $358 million then outstanding of the 7.50% Debentures due


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2025, (ii) $20 million of the $399 million then outstanding of the 6.50% Debentures due 2025, (iii) $14 million of the $299 million then outstanding of the 6.50% Debentures due 2028, and (iv) $154 million of the $600 million then outstanding of the 6.625% Senior Notes due 2037. The Company recognized a gain of approximately $67 million related to these open market purchases in Other within Other income (expense) in the condensed consolidated statements of operations.

5.   Risk Management

Derivative Financial Instruments

Foreign Currency Risk

        The Company uses financial instruments to reduce its overall exposure to the effects of currency fluctuations on cash flows. The Company's policy prohibits speculation in financial instruments for profit on exchange rate price fluctuations, trading in currencies for which there are no underlying exposures, or entering into transactions for any currency to intentionally increase the underlying exposure. Instruments that are designated as part of a hedging relationship must be effective at reducing the risk associated with the exposure being hedged and are designated as part of a hedging relationship at the inception of the contract. Accordingly, changes in the market values of hedge instruments must be highly correlated with changes in market values of the underlying hedged items both at the inception of the hedge and over the life of the hedge contract.

        The Company's strategy related to foreign exchange exposure management is to offset the gains or losses on the financial instruments against losses or gains on the underlying operational cash flows or investments based on the operating business units' assessment of risk. The Company enters into derivative contracts for some of the Company's non-functional currency receivables and payables, which are primarily denominated in major currencies that can be traded on open markets. The Company typically uses forward contracts and options to hedge these currency exposures. In addition, the Company enters into derivative contracts for some firm commitments and some forecasted transactions, which are designated as part of a hedging relationship if it is determined that the transaction qualifies for hedge accounting under the provisions of the authoritative accounting guidance for derivative instruments and hedging activities. A portion of the Company's exposure is from currencies that are not traded in liquid markets and these are addressed, to the extent reasonably possible, by managing net asset positions, product pricing and component sourcing.

        At July 3, 2010 and December 31, 2009, the Company had outstanding foreign exchange contracts with notional values totaling $1.4 billion and $1.7 billion, respectively. Management believes that these financial instruments should not subject the Company to undue risk due to foreign exchange movements because gains and losses on these contracts should generally offset losses and gains on the underlying assets, liabilities and transactions, except for the ineffective portion of the instruments, which are charged to Other within Other income (expense) in the Company's condensed consolidated statements of operations.

        The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of July 3, 2010 and the corresponding positions as of December 31, 2009:

  Notional Amount    

Net Buy (Sell) by Currency

    July 3,
2010
    December 31,
2009
 
   

Chinese Renminbi

  $ (304 ) $ (297 )

Euro

    (287 )   (377 )

Brazilian Real

    (265 )   (342 )

Japanese Yen

    (121 )   (236 )

British Pound

    161     143  
   


Interest Rate Risk

        At July 3, 2010, the Company's short-term debt consisted primarily of $1 million of short-term variable rate foreign debt. At July 3, 2010, the Company has $3.4 billion of long-term debt, including the current portion of long-term debt, which is primarily priced at long-term, fixed interest rates.

        As part of its liability management program, one of the Company's European subsidiaries has an outstanding interest rate agreement ("Interest Agreement") relating to a Euro-denominated loan. The interest on the


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Euro-denominated loan is variable. The Interest Agreement changes the characteristics of interest rate payments from variable to maximum fixed-rate payments. The Interest Agreement is not accounted for as a part of a hedging relationship and, accordingly, the changes in the fair value of the Interest Agreement is included in Other income (expense) in the Company's condensed consolidated statements of operations. At July 3, 2010 and December 31, 2009, the fair value of the Interest Agreement put the Company in a liability position of $4 million.


Counterparty Risk

        The use of derivative financial instruments exposes the Company to counterparty credit risk in the event of nonperformance by counterparties. However, the Company's risk is limited to the fair value of the instruments when the derivative is in an asset position. The Company actively monitors its exposure to credit risk. At present time, all of the counterparties have investment grade credit ratings. The Company is not exposed to material credit risk with any single counterparty. As of July 3, 2010, the Company was exposed to an aggregate credit risk of $4 million with all counterparties.

        The following tables summarize the fair values and location in the condensed consolidated balance sheets of all derivative financial instruments held by the Company at July 3, 2010 and December 31, 2009:

  Fair Values of Derivative Instruments  

  Assets     Liabilities  

July 3, 2010

    Fair
Value
  Balance
Sheet
Location
    Fair
Value
  Balance
Sheet
Location
 

Derivatives designated as hedging instruments:

                   
 

Foreign exchange contracts

  $ 2   Other assets   $ 5   Other liabilities

Derivatives not designated as hedging instruments:

                   
 

Foreign exchange contracts

    7   Other assets     3   Other liabilities
 

Interest agreement contracts

      Other assets     4   Other liabilities
                 

Total derivatives not designated as hedging instruments

    7         7    
                 
   

Total derivatives

  $ 9       $ 12    
 

 

  Fair Values of Derivative Instruments  

  Assets     Liabilities  

December 31, 2009

    Fair
Value
  Balance
Sheet
Location
    Fair
Value
  Balance
Sheet
Location
 

Derivatives designated as hedging instruments:

                   
 

Foreign exchange contracts

  $ 5   Other assets   $ 1   Other liabilities

Derivatives not designated as hedging instruments:

                   
 

Foreign exchange contracts

    10   Other assets     16   Other liabilities
 

Interest agreement contracts

      Other assets     4   Other liabilities
                 

Total derivatives not designated as hedging instruments

    10         20    
                 
   

Total derivatives

  $ 15       $ 21    
 

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        The following table summarizes the effect of derivative instruments in our condensed consolidated statements of operations for the three and six months ended July 3, 2010 and July 4, 2009:


  July 3, 2010      

Gain (Loss) on Derivative Instruments

    Three Months
Ended
    Six Months
Ended
  Statement of
Operations Location
 

Derivatives designated as hedging instruments (fair value):

               
 

Foreign exchange contracts

  $   $   Foreign currency income (expense)

Derivatives not designated as hedging instruments:

               
 

Interest rate contracts

    (4 )   (8 ) Other income (expense)
 

Foreign exchange contracts

    22     31   Other income (expense)
             
   

Total derivatives not designated as hedging instruments

  $ 18   $ 23    
 

 

  July 4, 2009      

Gain (Loss) on Derivative Instruments

    Three Months
Ended
    Six Months
Ended
  Statement of
Operations Location
 

Derivatives designated as hedging instruments (fair value):

               
 

Foreign exchange contracts

  $   $   Foreign currency income (expense)

Derivatives not designated as hedging instruments:

               
 

Interest rate contracts

    (3 )   (8 ) Other income (expense)
 

Foreign exchange contracts

    (54 )   (85 ) Other income (expense)
             
   

Total derivatives not designated as hedging instruments

  $ (57 ) $ (93 )  
 

        The following table summarizes the gains and losses recognized in the condensed consolidated financial statements for the three and six months ended July 3, 2010 and July 4, 2009:

  July 3, 2010      

Foreign Exchange Contracts

    Three Months
Ended
    Six Months
Ended
  Financial Statement
Location
 

Derivatives in cash flow hedging relationships:

               

Loss recognized in Accumulated other comprehensive loss (effective portion)

  $ (6 ) $ (3 ) Accumulated other comprehensive loss

Gain reclassified from Accumulated other comprehensive loss into Net earnings (loss) (effective portion)

    3     3   Cost of sales/Sales

Gain (loss) recognized in Net earnings (loss) on derivative (ineffective portion and amount excluded from effectiveness testing)

          Other income (expense)
 

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18  
 

 


  July 4, 2009      

Foreign Exchange Contracts

    Three Months
Ended
    Six Months
Ended
  Financial Statement
Location
 

Derivatives in cash flow hedging relationships:

               

Loss recognized in Accumulated other comprehensive loss (effective portion)

  $ (2 ) $ (2 ) Accumulated other comprehensive loss

Loss reclassified from Accumulated other comprehensive loss into Net earnings (loss) (effective portion)

    (4 )   (10 ) Cost of sales/Sales

Gain (loss) recognized in Net earnings (loss) on derivative (ineffective portion and amount excluded from effectiveness testing)

          Other income (expense)
 


Fair Value of Financial Instruments

        The Company's financial instruments include cash equivalents, Sigma Fund investments, short-term investments, accounts receivable, long-term receivables, accounts payable, accrued liabilities, derivative financial instruments and other financing commitments. The Company's Sigma Fund, available-for-sale investment portfolios and derivative financial instruments are recorded in the Company's condensed consolidated balance sheets at fair value. All other financial instruments, with the exception of long-term debt, are carried at cost, which is not materially different than the instruments' fair values.

        Using quoted market prices and market interest rates, the Company determined that the fair value of long-term debt at July 3, 2010 was $3.5 billion, compared to a face value of $3.4 billion. Since considerable judgment is required in interpreting market information, the fair value of the long-term debt is not necessarily indicative of the amount which could be realized in a current market exchange.

6.   Income Taxes

        At both July 3, 2010 and December 31, 2009, the Company had valuation allowances of $2.9 billion, including $376 million and $422 million, respectively, relating to deferred tax assets for non-U.S. subsidiaries. During the six months ended July 3, 2010, there was no adjustment to the U.S. valuation allowance. The valuation allowance relating to deferred tax assets of non-U.S. subsidiaries was adjusted for exchange rate variances and current year activity.

        In March 2008, the Company announced a strategy to separate into two publicly-traded companies. In February 2010, the Company announced that it is targeting the first quarter of 2011 for the completion of this separation. When evaluating the Company's valuation allowances, the Company is precluded from taking into consideration events dependent on future market conditions, such as the announced separation transaction. The Company will reassess its valuation allowance needs based on two separate publicly traded companies in the period the separation transaction occurs. The valuation allowances determined for two separate publicly traded companies may differ from the Company's current valuation allowance balances.

        In the first quarter of 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law, which eliminated the favorable income tax treatment of Medicare Part D Subsidy receipts effective for tax years starting in 2013. As a result of the tax law change, during the three months ended April 3, 2010 the Company recorded an $18 million non-cash tax charge to reduce its deferred tax asset associated with Medicare Part D subsidies currently estimated to be received after 2012.


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        The Company evaluates its permanent reinvestment assertions with respect to foreign earnings at each reporting period and, except for certain earnings that the Company intends to reinvest indefinitely, accrues for the U.S. federal income taxes applicable to the earnings. As the Company realigns its capital structure to meet its current and future needs, the Company concluded that certain foreign earnings are no longer considered to be permanently reinvested and recorded $82 million of deferred tax expense in the second quarter of 2010. As of July 3, 2010, the Company continues to maintain permanent reinvestment assertions with respect to certain foreign earnings which are restricted from repatriation due to the capital requirements of the foreign subsidiaries or due to local country restrictions.

        The Company had unrecognized tax benefits of $277 million and $466 million, at July 3, 2010 and December 31, 2009, respectively, of which approximately $40 million and $100 million, respectively, if recognized, would affect the effective tax rate, net of resulting changes to valuation allowances. During the six months ended July 3, 2010, the Company reduced its unrecognized tax benefits for settlements with tax authorities by $199 million, of which $119 million was recognized as a tax benefit and the remainder primarily reduced tax carryforwards and other deferred tax assets.

        Based on the potential outcome of the Company's global tax examinations, the expiration of the statute of limitations for specific jurisdictions, or the continued ability to satisfy tax incentive obligations, it is reasonably possible that the unrecognized tax benefits will change within the next 12 months. The associated net tax impact on the effective tax rate, exclusive of valuation allowance changes, is estimated to be in the range of a $50 million tax charge to a $125 million tax benefit, with cash payments in the range of $0 to $150 million.

        During the first half of 2010, the Internal Revenue Service ("IRS") concluded its audit of Symbol's 2004 through January 9, 2007 pre-acquisition tax years and Motorola, Inc.'s 2004 through 2007 tax years. The Company has audits pending in several tax jurisdictions. Although the final resolution of the Company's global tax disputes is uncertain, based on current information, in the opinion of the Company's management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations. However, an unfavorable resolution of the Company's global tax disputes could have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations in the periods in which the matters are ultimately resolved.


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7.   Retirement Benefits

Pension Benefit Plans

        The net periodic pension costs for the Regular Pension Plan, Officers' Plan, the Motorola Supplemental Pension Plan ("MSPP") and Non-U.S. plans were as follows:

  July 3, 2010     July 4, 2009    

Three Months Ended

    Regular
Pension
    Officers'
and
MSPP
    Non
U.S.
    Regular
Pension
    Officers'
and
MSPP
    Non
U.S.
 
   

Service cost

  $   $   $ 6   $ 4   $   $ 5  

Interest cost

    85     1     21     84     2     15  

Expected return on plan assets

    (94 )       (20 )   (95 )   (1 )   (12 )

Amortization of:

                                     
 

Unrecognized net loss

    36         4     19     1     1  
 

Unrecognized prior service cost

            (1 )            

Settlement/curtailment loss

        1             1      
                           

Net periodic pension cost

  $ 27   $ 2   $ 10   $ 12   $ 3   $ 9  
   

 

  July 3, 2010     July 4, 2009    

Six Months Ended

    Regular
Pension
    Officers'
and
MSPP
    Non
U.S.
    Regular
Pension
    Officers'
and
MSPP
    Non
U.S.
 
   

Service cost

  $   $   $ 13   $ 8   $   $ 11  

Interest cost

    171     1     49     169     4     31  

Expected return on plan assets

    (189 )       (48 )   (190 )   (1 )   (26 )

Amortization of:

                                     
 

Unrecognized net loss

    74     1     10     39     1     2  
 

Unrecognized prior service cost

            (2 )            

Settlement/curtailment loss

        2             3      
                           

Net periodic pension cost

  $ 56   $ 4   $ 22   $ 26   $ 7   $ 18  
   

        During the three months ended July 3, 2010, contributions of $50 million and $5 million were made to the Company's Regular Pension Plan and Non-U.S. plans, respectively. During the six months ended July 3, 2010, contributions of $50 million and $25 million were made to the Company's Regular Pension Plan and Non-U.S. plans, respectively.

        During the six months ended July 3, 2010, the Company recorded the impact of a plan amendment in one of its Non-U.S. plans resulting in a reduction of the amounts recognized in Accumulated Other Comprehensive Income of $22 million. No gain or loss was recognized in the Company's condensed consolidated statement of operations as a result of the plan amendment.


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Postretirement Health Care Benefit Plans

        Net postretirement health care expenses consist of the following:


  Three Months
Ended
 
  Six Months
Ended
 
 

    July 3,
2010
    July 4,
2009
    July 3,
2010
    July 4,
2009
 
   

Service cost

  $ 2   $ 1   $ 3   $ 2  

Interest cost

    6     7     13     14  

Expected return on plan assets

    (4 )   (4 )   (8 )   (8 )

Amortization of:

                         
 

Unrecognized net loss

    3     2     5     4  
 

Unrecognized prior service cost

    (1 )   (1 )   (1 )   (2 )
                   

Net postretirement health care expense

  $ 6   $ 5   $ 12   $ 10  
   

        The Company made no contributions to its postretirement healthcare fund during the three and six months ended July 3, 2010.

8.   Share-Based Compensation Plans

        Compensation expense for the Company's employee stock options, stock appreciation rights, employee stock purchase plans, restricted stock and restricted stock units ("RSUs") was as follows:

  Three Months
Ended
 
  Six Months
Ended
 
 

Three Months Ended

    July 3,
2010
    July 4,
2009
    July 3,
2010
    July 4,
2009
 
   

Share-based compensation expense included in:

                         
 

Costs of sales

  $ 9   $ 8   $ 18   $ 17  
 

Selling, general and administrative expenses

    42     43     83     84  
 

Research and development expenditures

    26     23     48     49  
                   

Share-based compensation expense included in Operating earnings (loss)

    77     74     149     150  

Tax benefit

    25     23     48     47  
                   

Share-based compensation expense, net of tax

  $ 52   $ 51   $ 101   $ 103  

Decrease in basic earnings per share

  $ (0.02 ) $ (0.02 ) $ (0.04 ) $ (0.04 )

Decrease in diluted earning per share

  $ (0.02 ) $ (0.02 ) $ (0.04 ) $ (0.04 )
   

        In the second quarter of 2010, the Company's broad-based equity grant consisted of 29.5 million RSUs and 7.7 million stock options. The total compensation expense related to the RSUs is $165.4 million, net of estimated forfeitures, with a fair market value of $6.87 per RSU. The total compensation expense related to stock options is $20.8 million, net of estimated forfeitures, at a Black-Scholes value of $3.02 per stock option. The expense for both RSUs and stock options will be recognized over a weighted average vesting period of 3 years.

9.   Fair Value Measurements

        The Company holds certain fixed income securities, equity securities and derivatives, which must be measured using the fair value hierarchy and related valuation methodologies. The guidance specifies a hierarchy of valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's assumptions about current market conditions. The prescribed fair value hierarchy and related valuation methodologies are as follows:


        Level 1 —Quoted prices for identical instruments in active markets.


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        Level 2 —Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.


        Level 3 —Valuations derived from valuation techniques, in which one or more significant inputs are unobservable.

        The fair values of the Company's financial assets and liabilities by level in the fair value hierarchy as of July 3, 2010 and December 31, 2009 were as follows:


July 3, 2010

    Level 1     Level 2     Level 3     Total  
   

Assets:

                         
 

Sigma Fund securities:

                         
   

U.S. government, agency and government-sponsored enterprise obligations

  $   $ 5,275   $   $ 5,275  
   

Corporate bonds

        72     22     94  
   

Asset-backed securities

        3         3  
   

Mortgage-backed securities

        46         46  
 

Available-for-sale securities:

                         
   

U.S. government, agency and government-sponsored enterprise obligations

        24         24  
   

Corporate bonds

        9         9  
   

Mortgage-backed securities

        3         3  
   

Common stock and equivalents

    38     8         46  
 

Foreign exchange derivative contracts

        9         9  

Liabilities:

                         
 

Foreign exchange derivative contracts

        8         8  
 

Interest agreement derivative contracts

        4         4  
   

 

December 31, 2009

    Level 1     Level 2     Level 3     Total  
   

Assets:

                         
 

Sigma Fund securities:

                         
   

U.S. government, agency and government-sponsored enterprise obligations

  $   $ 4,408   $   $ 4,408  
   

Corporate bonds

        411     19     430  
   

Asset-backed securities

        66         66  
   

Mortgage-backed securities

        52         52  
 

Available-for-sale securities:

                         
   

U.S. government, agency and government-sponsored enterprise obligations

        23         23  
   

Corporate bonds

        10         10  
   

Mortgage-backed securities

        3         3  
   

Common stock and equivalents

    136     11         147  
 

Foreign exchange derivative contracts

        15         15  

Liabilities:

                         
 

Foreign exchange derivative contracts

        17         17  
 

Interest agreement derivative contracts

        4         4  
   

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        The following table summarizes the changes in fair value of our Level 3 assets:


  Three Months
Ended
 
  Six Months
Ended
 
 

    July 3,
2010
    July 4,
2009
    July 3,
2010
    July 4,
2009
 
   

Beginning balance

  $ 22   $ 109   $ 19   $ 134  
 

Transfers to Level 3

    3     10     3     11  
 

Payments received and securities sold

    (4 )   (29 )   (5 )   (53 )
 

Mark-to-market on Sigma Fund investments included in Other income (expense)

    1     (10 )   5     (12 )
                   

Ending balance

  $ 22   $ 80   $ 22   $ 80  
   


Valuation Methodologies

        Level 1 —Quoted market prices in active markets are available for investments in common and preferred stock and common stock equivalents. As such, these investments are classified within Level 1.


        Level 2 —The securities classified as Level 2 are comprised primarily of corporate, government, agency and government-sponsored enterprise bonds. The Company primarily relies on valuation pricing models, recent bid prices, and broker quotes to determine the fair value of these securities. The valuation models for Level 2 assets are developed and maintained by third party pricing services and use a number of standard inputs to the valuation model including benchmark yields, reported trades, broker/dealer quotes where the party is standing ready and able to transact, issuer spreads, benchmark securities, bids, offers and other reference data. The valuation model may prioritize these inputs differently at each balance sheet date for any given security, based on the market conditions. Not all of the standard inputs listed will be used each time in the valuation models. For each asset class, quantifiable inputs related to perceived market movements and sector news may be considered in addition to the standard inputs.

        In determining the fair value of the Company's foreign currency derivatives, the Company uses forward contract and option valuation models employing market observable inputs, such as spot currency rates, time value and option volatilities. Since the Company primarily uses observable inputs in its valuation of its derivative assets and liabilities, they are classified as Level 2 assets.


        Level 3 —Fixed income securities are debt securities that do not have actively traded quotes as of the financial statement date. Determining the fair value of these securities requires the use of unobservable inputs, such as indicative quotes from dealers, extrapolated data, proprietary models and qualitative input from investment advisors. As such, these securities are classified within Level 3.

        At July 3, 2010, the Company has $431 million of investments in money market mutual funds classified as Cash and cash equivalents in its condensed consolidated balance sheets. The money market funds have quoted market prices that are generally equivalent to par.

        The Company has no non-financial assets and liabilities that are required to be measured at fair value on a recurring basis at July 3, 2010.


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10. Long-term Customer Financing and Sales of Receivables

Long-term Customer Financing

        Long-term receivables consist of trade receivables with payment terms greater than twelve months, long-term loans and lease receivables under sales-type leases. Long-term receivables consist of the following:

    July 3,
2010
    December 31,
2009
 
   

Long-term receivables

  $ 227   $ 154  

Less allowance for losses

    (3 )   (9 )
           

    224     145  

Less current portion

    (23 )   (28 )
           

Non-current long-term receivables, net

  $ 201   $ 117  
   

        The current portion of long-term receivables is included in Accounts receivable and the non-current portion of long-term receivables is included in Other assets in the Company's condensed consolidated balance sheets.

        Certain purchasers of the Company's infrastructure equipment may request that the Company provide long-term financing (defined as financing with a term of greater than one year) in connection with the sale of equipment. These requests may include all or a portion of the purchase price of the equipment. The Company's obligation to provide long-term financing may be conditioned on the issuance of a letter of credit in favor of the Company by a reputable bank to support the purchaser's credit or a pre-existing commitment from a reputable bank to purchase the long-term receivables from the Company. The Company had outstanding commitments to provide long-term financing to third parties totaling $329 million and $444 million at July 3, 2010 and December 31, 2009, respectively. Of these amounts, $20 million and $13 million were supported by letters of credit or by bank commitments to purchase long-term receivables at July 3, 2010 and December 31, 2009, respectively. The majority of the outstanding commitments at July 3, 2010 are to a small number of network operators in the Middle East region. In response to the recent tightening in the credit markets, certain customers of the Company have requested financing in connection with equipment purchases, and these types of requests have increased in volume and scope.

        In addition to providing direct financing to certain equipment customers, the Company also assists customers in obtaining financing directly from banks and other sources to fund equipment purchases. The Company had committed to provide financial guarantees relating to customer financing totaling $31 million at both July 3, 2010 and December 31, 2009 (including $27 million at both July 3, 2010 and December 31, 2009, relating to the sale of short-term receivables). Customer financing guarantees outstanding were $3 million and $4 million at July 3, 2010 and December 31, 2009, respectively (including $2 million at both July 3, 2010 and December 31, 2009, relating to the sale of short-term receivables).


Sales of Receivables

        From time to time, the Company sells accounts receivable and long-term receivables in transactions that qualify as "true-sales." Certain of these accounts receivable and long-term receivables are sold to third parties on a one-time, non-recourse basis, while others are sold to third parties under committed facilities that involve contractual commitments from these parties to purchase qualifying receivables up to an outstanding monetary limit. Committed facilities may be revolving in nature and, typically, must be renewed annually. The Company may or may not retain the obligation to service the sold accounts receivable and long-term receivables.

        As of July 3, 2010 and December 31, 2009, the Company had a $200 million revolving facility for the sale of accounts receivable due from U.S. customers of our Enterprise Mobility Solutions segment, of which $16 million and $60 million, respectively, were utilized.

        Under the terms of the facility, which was amended in the fourth quarter of 2009, the Company is required to sell its entire portfolio of outstanding accounts receivable from its U.S. customers of the direct and indirect channel government and public safety business. The initial cash proceeds received by the Company for the sale of these receivables is capped at the lower of eligible receivables less reserves or $200 million. The Company may also elect, at its option, to receive initial cash proceeds less than the cap. The remaining proceeds due to the Company for the receivables sold in excess of the initial cash proceeds are deferred until the receivables are collected.


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        Total sales of accounts receivable and long-term receivables were $506 million and $367 million during the three month periods ended July 3, 2010 and July 4, 2009, respectively, and $968 million and $626 million for the six month periods ended July 3, 2010 and July 4, 2009, respectively. Cash proceeds related to accounts receivable sold were $407 million and $367 million during the three month periods ended July 3, 2010 and July 4, 2009, respectively, and $649 million and $626 million for the six month periods ended July 3, 2010 and July 4, 2009, respectively. As of July 3, 2010, the Company is due $319 million under the deferred payment provisions of the committed facility discussed above. As of July 3, 2010, the Company retained servicing obligations for $407 million of sold accounts receivables and $253 million of sold long-term receivables. As of December 31, 2009, the Company retained servicing obligation for $195 million of sold accounts receivables and $297 million of sold long-term receivables at December 31, 2009.

        Under certain arrangements, the value of accounts receivable sold is covered by credit insurance purchased from third-party insurance companies, less deductibles or self-insurance requirements under the insurance policies. The Company's total credit exposure, less insurance coverage, to outstanding accounts receivables that have been sold was $27 million at both July 3, 2010 and December 31, 2009.

11. Commitments and Contingencies

Legal

        The Company is a defendant in various suits, claims and investigations that arise in the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company's consolidated financial position, liquidity or results of operations in the periods in which the matters are ultimately resolved.


Other

        The Company is also a party to a variety of agreements pursuant to which it is obligated to indemnify the other party with respect to certain matters. Some of these obligations arise as a result of divestitures of the Company's assets or businesses and require the Company to hold the other party harmless against losses arising from the settlement of these pending obligations. The total amount of indemnification under these types of provisions is $143 million, of which the Company accrued $51 million at July 3, 2010 for potential claims under these provisions.

        In addition, the Company may provide indemnifications for losses that result from the breach of general warranties contained in certain commercial and intellectual property. Historically, the Company has not made significant payments under these agreements. However, there is an increasing risk in relation to patent indemnities given the current legal climate.

        In indemnification cases, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party's claims. Further, the Company's obligations under these agreements for indemnification based on breach of representations and warranties are generally limited in terms of duration, and for amounts not in excess of the contract value, and, in some instances, the Company may have recourse against third parties for certain payments made by the Company.

12. Segment Information

        The Company reports financial results for the following operating business segments:


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        The following table summarizes the Net sales and Operating earnings (loss) by operating business segment:


  Net Sales     Operating
Earnings
(Loss)
 
 

Three Months Ended

    July 3,
2010
    July 4,
2009
    July 3,
2010
    July 4,
2009
 
   

Mobile Devices

  $ 1,724   $ 1,829   $ 87   $ (287 )

Home

    886     1,013     29     18  

Enterprise Mobility Solutions

    1,850     1,685     181     141  

Networks

    967     988     178     92  
                   

    5,427     5,515     475     (36 )

Other and Eliminations

    (13 )   (18 )   (112 )   46  
                   

  $ 5,414   $ 5,497              
                       

Operating earnings (loss)

                363     10  

Total other income (expense)

                (18 )   23  
                       

Earnings (loss) from continuing operations before income taxes

              $ 345   $ 33  
   

 

  Net Sales     Operating
Earnings
(Loss)
 
 

Six Months Ended

    July 3,
2010
    July 4,
2009
    July 3,
2010
    July 4,
2009
 
   

Mobile Devices

  $ 3,365   $ 3,630   $ (105 ) $ (832 )

Home

    1,724     2,038     49     21  

Enterprise Mobility Solutions

    3,544     3,284     322     207  

Networks

    1,863     1,954     290     154  
                   

    10,496     10,906     556     (450 )

Other and Eliminations

    (38 )   (38 )   (117 )   11  
                   

  $ 10,458   $ 10,868              
                       

Operating earnings (loss)

                439     (439 )

Total other income (expense)

                (31 )   38  
                       

Earnings (loss) from continuing operations before income taxes

              $ 408   $ (401 )
   

        The Operating earnings (loss) in Other and Eliminations consists of the following:

  Three Months
Ended
 
  Six Months
Ended
 
 

    July 3,
2010
    July 4,
2009
    July 3,
2010
    July 4,
2009
 
   

Separation-related transaction costs

  $ (105 ) $   $ (130 ) $  

Reorganization of business charges

    (4 )   (6 )   (2 )   (31 )

Corporate expenses

    (3 )   (3 )   (14 )   (13 )

Legal settlements

        55     29     55  
                   

  $ (112 ) $ 46   $ (117 ) $ 11  
   

        Corporate expense are primarily comprised of: (i) general corporate-related expenses, and (ii) the Company's wholly-owned finance subsidiary.


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13. Reorganization of Businesses

        The Company maintains a formal Involuntary Severance Plan (the "Severance Plan"), which permits the Company to offer eligible employees severance benefits based on years of service and employment grade level in the event that employment is involuntarily terminated as a result of a reduction-in-force or restructuring. Effective August 1, 2009, the Company amended and restated the Severance Plan. Under the Amended Severance Plan, severance benefits will be paid in bi-weekly installments rather than in lump sum payments. The Company recognizes termination benefits based on formulas per the Severance Plan at the point in time that future settlement is probable and can be reasonably estimated based on estimates prepared at the time a restructuring plan is approved by management. Exit costs consist of future minimum lease payments on vacated facilities and other contractual terminations. At each reporting date, the Company evaluates its accruals for employee separation and exit costs to ensure the accruals are still appropriate. In certain circumstances, accruals are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were redeployed due to circumstances not foreseen when the original plans were initiated. In these cases, the Company reverses accruals through the consolidated statements of operations where the original charges were recorded when it is determined they are no longer needed.

2010 Charges

        During the six months ended July 3, 2010, the Company continued to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. All four of the Company's business segments were impacted by these plans. The employees affected were located in all geographic regions.

        During the three months ended July 3, 2010, the Company recorded net reorganization of business charges of $25 million, including $7 million of charges in Costs of sales and $18 million of charges under Other charges in the Company's condensed consolidated statements of operations. Included in the aggregate $25 million are charges of $32 million for employee separation costs, partially offset by $7 million of reversals for accruals no longer needed.

        During the six months ended July 3, 2010, the Company recorded net reorganization of business charges of $46 million, including $12 million of charges in Costs of sales and $34 million of charges under Other charges in the Company's condensed consolidated statements of operations. Included in the aggregate $46 million are charges of $64 million for employee separation costs, partially offset by $18 million of reversals for accruals no longer needed.

        The following table displays the net charges incurred by business segment:

July 3, 2010

    Three Months
Ended
    Six Months
Ended
 
   

Mobile Devices

  $ 2   $ 17  

Home

    5     10  

Enterprise Mobility Solutions

    14     16  

Networks

        1  
           

    21     44  

Corporate

    4     2  
           

  $ 25   $ 46  
   

        The following table displays a rollforward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2010 to July 3, 2010:

    Accruals at
January 1,
2010
    Additional
Charges
    Adjustments     Amount
Used
    Accruals at
July 3,
2010
 
   

Exit costs

  $ 58   $   $ (6 ) $ (23 ) $ 29  

Employee separation costs

    80     64     (14 )   (75 )   55  
                       

  $ 138   $ 64   $ (20 ) $ (98 ) $ 84  
   

Adjustments include translation adjustments.


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Exit Costs

        At January 1, 2010, the Company had an accrual of $58 million for exit costs attributable to lease terminations. The additional 2010 charges were not material. The adjustments of $6 million primarily reflect reversals of accruals no longer needed. The $23 million used in 2010 reflects cash payments. The remaining accrual of $29 million, which is included in Accrued liabilities in the Company's condensed consolidated balance sheets at July 3, 2010, represents future cash payments, primarily for lease termination obligations that are expected to be paid over a number of years.


Employee Separation Costs

        At January 1, 2010, the Company had an accrual of $80 million for employee separation costs, representing the severance costs for: (i) severed employees who began receiving payments in 2009, and (ii) approximately 1,200 employees who began receiving payments in 2010. The 2010 additional charges of $64 million represent severance costs for approximately an additional 1,400 employees, of which 400 were direct employees and 1,000 were indirect employees.

        The adjustments of $14 million reflect: (i) $12 million of reversals of accruals no longer needed, and (ii) $2 million of translation adjustments.

        During the first six months of 2010, approximately 1,300 employees, of which 300 were direct employees and 1,000 were indirect employees, were separated from the Company. The $75 million used in 2010 reflects cash payments to separated employees. The remaining accrual of $55 million, which is included in Accrued liabilities in the Company's condensed consolidated balance sheets at July 3, 2010, is expected to be paid, generally, within one year to: (i) severed employees who have already begun to receive payments, and (ii) approximately 1,000 employees to be separated in 2010.

2009 Charges

        During the six months ended July 4, 2009, the Company committed to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. All four of the Company's business segments, as well as corporate functions, were impacted by these plans, with the majority of the impact in the Mobile Devices segment. The employees affected were located in all regions.

        During the three months ended July 4, 2009, the Company recorded net reorganization of business charges of $58 million, including $9 million of charges in Costs of sales and $49 million of charges under Other charges in the Company's condensed consolidated statements of operations. Included in the aggregate $58 million are charges of $60 million for employee separation costs, $18 million for exit costs and $1 million for fixed asset impairment charges, partially offset by $21 million of reversals for accruals no longer needed.

        During the six months ended July 4, 2009, the Company recorded net reorganization of business charges of $262 million, including $55 million of charges in Costs of sales and $207 million of charges under Other charges in the Company's condensed consolidated statements of operations. Included in the aggregate $262 million are charges of $264 million for employee separation costs, $22 million for exit costs and $18 million for fixed asset impairment charges, partially offset by $42 million of reversals for accruals no longer needed.

        The following table displays the net charges incurred by business segment:

July 4, 2009

    Three Months
Ended
    Six Months
Ended
 
   

Mobile Devices

  $ 33   $ 161  

Home

    6     16  

Enterprise Mobility Solutions

    7     37  

Networks

    6     17  
           

    52     231  

Corporate

    6     31  
           

  $ 58   $ 262  
   

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        The following table displays a rollforward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2009 to July 4, 2009:


    Accruals at
January 1,
2009
    Additional
Charges
    Adjustments     Amount
Used
    Accruals at
July 4,
2009
 
   

Exit costs

  $ 80   $ 22   $ (8 ) $ (38 ) $ 56  

Employee separation costs

    170     264     (33 )   (276 )   125  
                       

  $ 250   $ 286   $ (41 ) $ (314 ) $ 181  
   

Adjustments include translation adjustments.


Exit Costs

        At January 1, 2009, the Company had an accrual of $80 million for exit costs attributable to lease terminations. The additional 2009 charges of $22 million are primarily related to the exit of leased facilities and contractual termination costs, both within the Mobile Devices segment. The adjustments of $8 million reflected: (i) $7 million of reversals of accruals no longer needed, and (ii) $1 million of translation adjustments. The $38 million used in 2009 reflected cash payments. The remaining accrual of $56 million, which was included in Accrued liabilities in the Company's condensed consolidated balance sheets at July 4, 2009, represented future cash payments primarily for lease termination obligations and was expected to be paid over a number of years.


Employee Separation Costs

        At January 1, 2009, the Company had an accrual of $170 million for employee separation costs, representing the severance costs for approximately 2,000 employees. The 2009 additional charges of $264 million represented severance costs for approximately an additional 6,800 employees, of which 2,200 were direct employees and 4,600 were indirect employees.

        The adjustments of $33 million reflect $35 million of reversals of accruals no longer needed, partially offset by $2 million of translation adjustments.

        During the six months ended July 4, 2009, approximately 7,200 employees, of which 2,900 were direct employees and 4,300 were indirect employees, were separated from the Company. The $276 million used in 2009 reflected cash payments to these separated employees. The remaining accrual of $125 million, which was included in Accrued liabilities in the Company's condensed consolidated balance sheets at July 4, 2009, was expected to be paid to approximately 1,600 separated employees.

14. Intangible Assets and Goodwill

Intangible Assets

        Amortized intangible assets were comprised of the following:

  July 3, 2010     December 31, 2009    

    Gross
Carrying
Amount
    Accumulated
Amortization
    Gross
Carrying
Amount
    Accumulated
Amortization
 
   

Completed technology

  $ 1,188   $ 919   $ 1,186   $ 836  

Patents

    342     193     288     166  

Customer-related

    203     118     215     115  

Licensed technology

    130     122     130     122  

Other intangibles

    151     140     149     136  
                   

  $ 2,014   $ 1,492   $ 1,968   $ 1,375  
   

        Amortization expense on intangible assets, which is included within Other and Eliminations, was $65 million and $70 million for the three months ended July 3, 2010 and July 4, 2009, respectively. Amortization expense on intangible assets was $130 million and $141 million for the six months ended July 3, 2010 and July 4, 2009, respectively. As of July 3, 2010, annual amortization expense is estimated to be $263 million in 2010, $238 million in 2011, $76 million in 2012, $41 million in 2013 and $20 million in 2014.


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        Amortized intangible assets, excluding goodwill, by business segment:


  July 3, 2010     December 31, 2009    

    Gross
Carrying
Amount
    Accumulated
Amortization
    Gross
Carrying
Amount
    Accumulated
Amortization
 
   

Mobile Devices

  $ 98   $ 45   $ 45   $ 45  

Home

    654     536     647     509  

Enterprise Mobility Solutions

    1,193     847     1,207     758  

Networks

    69     64     69     63  
                   

  $ 2,014   $ 1,492   $ 1,968   $ 1,375  
   

Goodwill

        The following table displays a rollforward of the carrying amount of goodwill by reportable segment from January 1, 2010 to July 3, 2010:

    Mobile
Devices
    Home     Enterprise
Mobility
Solutions
    Networks     Total
Motorola
 
   

Balances as of January 1, 2010:

                               

Aggregate goodwill acquired

  $ 55   $ 1,358   $ 2,981   $ 121   $ 4,515  

Accumulated impairment losses

    (55 )   (73 )   (1,564 )       (1,692 )
   

Goodwill, net of impairment losses

        1,285     1,417     121     2,823  
   

Goodwill acquired

        7             7  

Adjustments

        (1 )       (1 )   (2 )
   

Balances as of July 3, 2010:

                               

Aggregate goodwill acquired

    55     1,364     2,981     120     4,520  

Accumulated impairment losses

    (55 )   (73 )   (1,564 )       (1,692 )
   

Goodwill, net of impairment losses

  $   $ 1,291   $ 1,417   $ 120   $ 2,828  
   

15. Subsequent Events

        On July 19, 2010, the Company announced an agreement to sell certain assets and liabilities of its Networks business to Nokia Siemens Networks for $1.2 billion in cash. The Company's iDEN infrastructure business, substantially all the patents related to the Company's wireless network infrastructure business, and certain other assets are excluded from the transaction. The total assets and total liabilities included in the transaction, which are preliminary estimates subject to change, are $1.8 billion and $1.5 billion, respectively, based on balances as of July 3, 2010. The transaction is expected to close by December 31, 2010.


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  31


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

        This commentary should be read in conjunction with Motorola, Inc.'s (the "Company's") condensed consolidated financial statements for the three and six months ended July 3, 2010 and July 4, 2009, as well as the Company's consolidated financial statements and related notes thereto and management's discussion and analysis of financial condition and results of operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2009.

Executive Overview

What businesses are we in?

        The Company reports financial results for the following operating business segments:

Second Quarter Summary


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        Highlights for each of our business segments were as follows:

Recent Developments

        On July 1, 2010, an initial registration statement on Form 10 was filed with the U.S. Securities and Exchange Commission in connection with the Company's planned separation into two independent, publicly traded companies. The Mobile Devices and Home businesses are planned to be separated from Motorola, Inc. and operate as Motorola Mobility. The Company intends to effect the separation through a tax-free stock dividend of shares of Motorola Mobility to Motorola, Inc. shareholders (the "Distribution"). The Distribution is planned for the first quarter of 2011. Completion of the Distribution is subject to a number of conditions, including, among others, confirmation of the tax-free nature of the transaction, as well as effectiveness of the Form 10 registration statement.

        On July 19, 2010, the Company announced that Nokia Siemens Networks would acquire the majority of our Networks infrastructure assets for $1.2 billion in cash. This includes our GSM, CDMA, WiMAX, and LTE businesses. We will retain our iDEN business, substantially all the patents related to the Networks business, and various other assets, including: (i) $150 million of accounts receivable, (ii) cash and (iii) certain customer financing notes. We expect the transaction to close by the end of 2010, subject to customary closing conditions, including regulatory approvals.

        After the completion of the Networks asset sale to Nokia Siemens Networks and the separation, Motorola, Inc. will change its name to Motorola Solutions and be comprised of the Company's Enterprise Mobility Solutions business, which will include the iDEN business.


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Looking Forward

        In our Mobile Devices, while we expect the overall global mobile device market to remain intensely competitive, we expect annual growth in total industry mobile device demand over the next several years, particularly in smartphones. Our strategy is focused on developing and marketing a comprehensive smartphone portfolio and strengthening our position in priority markets. We plan to launch a significant number of new smartphone devices in 2010 and 2011 with particular focus on: (i) differentiating our products using MOTOBLUR™, our proprietary applications and services suite, (ii) enhancing the ecosystem using our Motorola developer network ("MotoDEV") application development program, and (iii) providing a smartphone portfolio across multiple price points for a broad array of carrier, distributor and retail customers. Our initial market priorities are primarily North America, China, and Latin America, followed by Western Europe and other strategic markets. Our mid- to high-tier feature phone portfolio will be more limited than in the past as we shift resources to the smartphone segment of the market. Feature phone unit volumes, including integrated digital enhanced network ("iDEN") devices, are expected to be lower in 2010 than in 2009. For lower-priced, voice-centric mobile devices, we will partner with third-party original device manufacturers, primarily in Asia, to deliver a portfolio to meet certain customer requirements and extend our brand. With growth in the mobile device market, particularly in smartphones, and by accelerating our speed to market, providing rich consumer experiences and building our brand, we expect to continue to improve our financial performance.

        In our Home business, we expect demand for set-top boxes to contract in 2010 compared to 2009 due to market conditions, particularly in the U.S. Longer term, growth drivers for the Home business remain intact, as digital households are expected to experience annual growth over the next several years, driven by demand for high definition TV, whole-home network solutions, 3D-TV and advanced interactive services. Analog to digital transitions are still underway, particularly outside North America, and consumer demand is expected to drive infrastructure needs for more bandwidth, optimized networks and storage, and services. We will leverage our position in set-top boxes and video delivery systems and prioritize our research and development efforts to ensure that we are well positioned for growth when demand levels recover.

        We believe the combination of the Mobile Devices and Home businesses will allow us to address opportunities resulting from the convergence of mobility, media, computing and the Internet. This includes demand for innovative smartphone devices; uniform, multi-screen experiences; and interactive personalized user driven services in the home and on mobile devices. The Mobile Devices and Home businesses have core strengths in intellectual property, end-to-end solutions, design, operator relationships and a global brand which uniquely positions the combined entity to capitalize on these opportunities.

        In our Enterprise Mobility Solutions business, we have market leading positions in both mission critical and business critical communications solutions for customers around the world. While many government customers are facing challenging economic environments, demand levels have remained resilient. We believe that these customers will continue to place a high priority on mission critical communications and homeland security products and solutions. Conditions in our commercial enterprise market have improved as the economic recovery gains traction. Demand in this market is expected to grow in 2010 as many of our customers upgrade their technology to improve supply chain efficiencies, increase productivity of associates and improve end-customer buying experiences. We believe that our prioritized investments in next generation products and solutions, our comprehensive portfolio and market leadership make our Enterprise Mobility Solutions business well positioned for profitable growth.

        In our Networks business, we expect the overall 2G and 3G wireless infrastructure market to decline in 2010 compared to 2009. However, growth in smartphones and data traffic is driving continued demand for wireless network expansion and optimization. We will continue to optimize our 2G and 3G businesses while focusing research and development investment on next-generation 4G technologies.

        Due to increased demand for products, many electronic manufactures are experiencing shortages for certain components. We continue to work closely with our customers and suppliers to secure adequate supply. In the second half of this year, if demand for our products increases from our current expectations, we may experience shortages.

        We conduct our business in highly competitive markets, facing both new and established competitors. The markets for many of our products are characterized by rapidly changing technologies, frequent new product introductions, changing consumer trends, short product life cycles and evolving industry standards. Market disruptions caused by new technologies, the entry of new competitors, consolidations among our customers and competitors, and changes in regulatory requirements, among other matters, can introduce volatility into our businesses. We face challenging, but stabilizing, global economic conditions with more limited visibility than


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historical norms. Meeting all of these challenges requires consistent operational planning and execution and investment in technology, resulting in innovative products that meet the needs of our customers around the world. As we execute on meeting these objectives, we remain focused on taking the necessary action to design and deliver differentiated and innovative products and services that will advance the way the world connects by simplifying and personalizing communications and enhancing mobility.

Results of Operations


  Three Months Ended     Six Months Ended    

(Dollars in millions, except per share amounts)

    July 3,
2010
    % of
Sales
    July 4,
2009
    % of
Sales
    July 3,
2010
    % of
Sales
    July 4,
2009
    % of
Sales
 
   

Net sales

  $ 5,414         $ 5,497         $ 10,458         $ 10,868        

Costs of sales

    3,412     63.0 %   3,787     68.9 %   6,670     63.8 %   7,662     70.5 %
                                           

Gross margin

    2,002     37.0 %   1,710     31.1 %   3,788     36.2 %   3,206     29.5 %
                                           

Selling, general and administrative expenses

    896     16.5 %   822     15.0 %   1,772     16.9 %   1,691     15.6 %

Research and development expenditures

    762     14.1 %   775     14.1 %   1,519     14.5 %   1,622     14.9 %

Other charges (income)

    (19 )   (0.4 )%   103     1.9 %   58     0.6 %   332     3.1 %
                                           

Operating earnings (loss)

    363     6.7 %   10     0.2 %   439     4.2 %   (439 )   (4.0 )%
                                           

Other income (expense):

                                                 

Interest expense, net

    (38 )   (0.7 )%   (30 )   (0.5 )%   (71 )   (0.7 )%   (65 )   (0.6 )%

Gains on sales of investments and businesses, net

    53     1.0 %   30     0.5 %   61     0.6 %   10     0.1 %

Other

    (33 )   (0.6 )%   23     0.4 %   (21 )   (0.2 )%   93     0.9 %
                                           

Total other income (expense)

    (18 )   (0.3 )%   23     0.4 %   (31 )   (0.3 )%   38     0.3 %
                                           

Earnings (loss) from continuing operations before income taxes

    345     6.4 %   33     0.6 %   408     3.9 %   (401 )   (3.7 )%

Income tax expense (benefit)

    179     3.3 %   (2 )   (0.0 )%   174     (1.7 )%   (148 )   (1.4 )%
                                           

    166     3.1 %   35     0.6 %   234     2.2 %   (253 )   (2.3 )%

Less: Earnings attributable to non-controlling interests

    4     0.1 %   9     0.1 %   3     0.0 %   12     0.1 %
                                           

Earnings (loss) from continuing operations*

    162     3.0 %   26     0.5 %   231     2.2 %   (265 )   (2.4 )%

Earnings from discontinued operations, net of tax

        %       %       %   60     0.5 %
                                           

Net earnings (loss)

  $ 162     3.0 % $ 26     0.5 % $ 231     2.2 % $ (205 )   (1.9 )%
                                           

Earnings (loss) per diluted common share:

                                                 
 

Continuing operations

  $ 0.07         $ 0.01         $ 0.10         $ (0.12 )      
 

Discontinued operations

                                  0.03        
                                           

  $ 0.07         $ 0.01         $ 0.10         $ (0.09 )      
   
*
Amounts attributable to Motorola, Inc. common shareholders.


Results of Operations—Three months ended July 3, 2010 compared to three months ended July 4, 2009

Net Sales

        Net sales were $5.4 billion in the second quarter of 2010, down 2% compared to net sales of $5.5 billion in the second quarter of 2009. The decrease in net sales reflects: (i) a $127 million, or 13%, decrease in net sales in the Home segment, (ii) a $105 million, or 6%, decrease in net sales in the Mobile Devices segment, and (iii) a $21 million, or 2%, decrease in net sales in the Networks segment, partially offset by a $165 million, or 10%, increase in net sales in the Enterprise Mobility Solutions segment. The 13% decrease in net sales in the Home segment reflects a 21% decrease in net sales of set-top boxes, primarily due to: (i) a 10% decrease in shipments of set-top boxes to 3.4 million units, and (ii) a lower average selling price ("ASP") due to a product mix shift within our set-top box product lines and competitive pricing pressures. The 6% decrease in net sales in the Mobile Devices segment was primarily driven by a 44% decrease in unit shipments, partially offset by a 65% increase in ASP. The 2% decrease in net sales in the Networks segment was primarily driven by lower net sales of


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GSM infrastructure equipment and WiMAX products, partially offset by higher net sales of CDMA, iDEN and UMTS infrastructure equipment. The 10% increase in net sales in the Enterprise Mobility Solutions segment reflects a 20% increase in net sales to the commercial enterprise market and a 6% increase in net sales to the government and public safety market.


Gross Margin

        Gross margin was $2.0 billion, or 37.0% of net sales, in the second quarter of 2010, compared to $1.7 billion, or 31.1% of net sales, in the second quarter of 2009. The increase in gross margin reflects: (i) a significant increase in the Mobile Devices segment, and (ii) increases in the Enterprise Mobility Solutions and Networks segments, partially offset by a slight decrease in the Home segment. The increase in gross margin in the Mobile Devices segment was primarily driven by: (i) a favorable product mix, specifically due to increased volume of smartphone devices, and (ii) lower excess inventory and other related charges in 2010 than in 2009, partially offset by the 6% decrease in net sales. The increase in gross margin in the Enterprise Mobility Solutions segment was primarily driven by the 10% increase in net sales and a favorable product mix. The increase in gross margin in the Networks segment was primarily due to favorable product mix, partially offset by the 2% decrease in net sales. The decrease in gross margin in the Home segment was due to the 13% decrease in net sales partially offset by a favorable product margin mix across product lines.

        The increase in gross margin as a percentage of net sales in the second quarter of 2010 compared to the second quarter of 2009 reflects an increase in gross margin percentage in all segments. The Company's overall gross margin as a percentage of net sales is impacted by the proportion of overall net sales generated by its various businesses.


Selling, General and Administrative Expenses

        Selling, general and administrative ("SG&A") expenses increased 9.0% to $896 million, or 16.5% of net sales, in the second quarter of 2010, compared to $822 million, or 15.0% of net sales, in the second quarter of 2009. The increase in SG&A expenses reflects higher SG&A expenses in the Enterprise Mobility Solutions, Mobile Devices and Networks segments, partially offset by slightly lower SG&A expenses in the Home segment. The increase in the Enterprise Mobility Solutions segment was primarily due to increased selling and marketing expenses related to the increase in net sales. The increase in the Mobile Devices segment was primarily driven by an increase in marketing expenses. The increase in the Networks segment was primarily due to increased expenditures on information technology upgrades. SG&A expenses as a percentage of net sales increased in all segments.


Research and Development Expenditures

        Research and development ("R&D") expenditures decreased 2% to $762 million, or 14.1% of net sales, in the second quarter of 2010, compared to $775 million, or 14.1% of net sales, in the second quarter of 2009. The decrease in R&D expenditures reflects lower R&D expenditures in the Home and Networks segments, partially offset by increased R&D expenditures in the Enterprise Mobility Solutions segment. The decreases in R&D expenditures in the Home and Networks segments are primarily due to savings from cost-reduction initiatives. The increase in the Enterprise Mobility Solutions segment was primarily due to developmental engineering expenditures for new product development and investment in next-generation technologies.

        R&D expenditures as a percentage of net sales decreased in the Networks and Enterprise Mobility Solutions segments and increased in the Mobile Devices and Home segments. The Company participates in very competitive industries with constant changes in technology and, accordingly, the Company continues to believe that a strong commitment to R&D is required to drive long-term growth.


Other Charges (Income)

        The Company recorded net income of $19 million in Other charges (income) in the second quarter of 2010, compared to net charges of $103 million in the second quarter of 2009. The net other income in the second quarter of 2010 included a $228 million gain related to a legal settlement, partially offset by: (i) $105 million of separation-related transaction costs, (ii) $65 million of charges relating to the amortization of intangibles, (iii) $21 million of charges relating to a royalty settlement, and (iv) $18 million of net reorganization of business charges included in Other charges (income). The charges in the second quarter of 2009 include: (i) $70 million of charges relating to the amortization of intangibles, (ii) $49 million of net reorganization of business charges included in Other charges (income), and (iii) $39 million of charges related to a facility impairment, partially


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offset by income of $55 million related to a legal settlement. The net reorganization of business charges are discussed in further detail in the "Reorganization of Businesses" section.


Net Interest Expense

        Net interest expense was $38 million in the second quarter of 2010, compared to net interest expense of $30 million in the second quarter of 2009. Net interest expense in the second quarter of 2010 included interest expense of $59 million, partially offset by interest income of $21 million. Net interest expense in the second quarter of 2009 includes interest expense of $49 million, partially offset by interest income of $19 million. The increase in net interest expense in 2010 is primarily attributable to the absence of a reversal of approximately $8 million of interest expense accruals that were no longer needed as a result of the settlement of certain tax audits in the second quarter 2009.


Gains (Losses) on Sales of Investments and Businesses

        Gains on sales of investments and businesses were $53 million in the second quarter of 2010, compared to gains on sales of investments and businesses of $30 million in the second quarter of 2009. In the second quarter of 2010, the net gain was primarily comprised of: (i) a $31 million gain on the sale of a single investment, and (ii) a $20 million gain on the sale of our Israel-based wireless network operator formerly included as part of the Enterprise Mobility Solutions segment. In the second quarter of 2009 the net gain was primarily comprised of: (i) a gain attributable to the disposition of a single business, and (ii) gains related to sales of certain of the Company's equity investments.


Other

        Net Other expense was $33 million in the second quarter of 2010, compared to net Other income of $23 million in the second quarter of 2009. The net Other expense in the second quarter of 2010 was primarily comprised of: (i) a $12 million loss from the extinguishment of debt, (ii) $10 million of investment impairments, (iii) an $8 million foreign currency loss, and (iv) a $4 million loss from Sigma Fund investments. The net Other income in the second quarter of 2009 was primarily comprised of a $68 million mark-to-market increase in the value of Sigma Fund investments, partially offset by: (i) a $34 million foreign currency loss, and (ii) $26 million of investment impairment charges.


Effective Tax Rate

        The Company recorded $179 million of net tax expense in the second quarter of 2010, resulting in an effective tax rate of 52%, compared to $2 million of net tax benefits in the second quarter of 2009, resulting in an effective tax rate of (6)%. The Company's effective tax rate in the second quarter of 2010 was higher than the U.S. statutory tax rate of 35% primarily due to (i) an increase in the U.S. federal income tax accrual for repatriation of undistributed foreign earnings, and (ii) certain separation-related transaction costs incurred for which the Company recorded no tax benefit offset by a reduction in unrecognized tax benefits for facts that now indicate the extent to which certain tax positions are more-likely-than-not of being sustained.

        The Company's effective tax rate will change from period to period based on non-recurring events, such as the settlement of income tax audits, changes in valuation allowances and the tax impact of significant unusual or extraordinary items, as well as recurring factors including changes in the geographic mix of income before taxes and effects of various global income tax strategies.


Earnings (Loss) from Continuing Operations

        The Company had net earnings from continuing operations before income taxes of $345 million in the second quarter of 2010, compared with net earnings from continuing operations before income taxes of $33 million in the second quarter of 2009. After taxes, and excluding Earnings (loss) attributable to noncontrolling interests, the Company had net earnings from continuing operations of $162 million, or $0.07 per diluted share, in the second quarter of 2010, compared to net earnings from continuing operations of $26 million, or $0.01 per diluted share, in the second quarter of 2009.

        The improvement in the earnings from continuing operations before income taxes in the second quarter of 2010 compared to the second quarter of 2009 was primarily attributable to: (i) a $292 million increase in gross margin, (ii) a $122 million improvement in Other charges (income), (iii) a $23 million increase in gains on the sale of investments and businesses, and (iv) a $13 million decrease in R&D expenditures. These factors were


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partially offset by: (i) a $74 million increase in SG&A expenses, (ii) a $56 million decrease in net Other income, and (iii) an $8 million increase in net interest expense.


Results of Operations—Six months ended July 3, 2010 compared to six months ended July 4, 2009

Net Sales

        Net sales were $10.5 billion in the first half of 2010, down 4% compared to net sales of $10.9 billion in the first half of 2009. The decrease in net sales reflects: (i) a $314 million, or 15%, decrease in net sales in the Home segment, (ii) a $265 million, or 7%, decrease in net sales in the Mobile Devices segment, and (iii) a $91 million, or 5%, decrease in net sales in the Networks segment, partially offset by a $260 million, or 8%, increase in net sales in the Enterprise Mobility Solutions segment. The 15% decrease in net sales in the Home segment reflects a 28% decrease in net sales of set-top boxes, primarily due to: (i) a 20% decrease in shipments of set-top boxes to 6.4 million units, and (ii) a lower average selling price ("ASP") due to a product mix shift within our set-top box product lines and competitive pricing pressures. The 7% decrease in net sales in the Mobile Devices segment was primarily driven by a 43% decrease in unit shipments, partially offset by a 61% increase in ASP. The 5% decrease in net sales in the Networks segment was primarily driven by lower net sales of GSM infrastructure equipment, partially offset by: (i) higher net sales of CDMA, UMTS and iDEN infrastructure equipment, and (ii) higher net sales of WiMAX products. The 8% increase in net sales in the Enterprise Mobility Solutions segment reflects a 18% increase in net sales to the commercial enterprise market and a 5% increase in net sales to the government and public safety market.


Gross Margin

        Gross margin was $3.8 billion, or 36.2% of net sales, in the first half of 2010, compared to $3.2 billion, or 29.5% of net sales, in the first half of 2009. The increase in gross margin reflects: (i) a significant increase in the Mobile Devices segment, and (ii) increases in the Enterprise Mobility Solutions and Networks segments, partially offset by a slight decrease in the Home segment. The increase in gross margin in the Mobile Devices segment was primarily driven by: (i) a favorable product mix, specifically due to increased volume of smartphone devices, and (ii) lower excess inventory and other related charges in 2010 than in 2009, partially offset by the 7% decrease in net sales. The increase in gross margin in the Enterprise Mobility Solutions segment was primarily driven by the 8% increase in net sales and a favorable product mix. The increase in gross margin in the Networks segment was primarily due to favorable product mix, partially offset by the 5% decrease in net sales. The decrease in gross margin in the Home segment was due to the 15% decrease in net sales partially offset by a favorable product margin mix across products lines.

        The increase in gross margin as a percentage of net sales in the first half of 2010 compared to the first half of 2009 reflects an increase in gross margin percentage in all segments. The Company's overall gross margin as a percentage of net sales is impacted by the proportion of overall net sales generated by its various businesses.


Selling, General and Administrative Expenses

        Selling, general and administrative ("SG&A") expenses increased 5% to $1.8 billion, or 16.9% of net sales, in the first half of 2010, compared to $1.7 billion, or 15.6% of net sales, in the first half of 2009. The increase in SG&A expenses reflects higher SG&A expenses in all segments. The increase in the Enterprise Mobility Solutions segment was primarily due to increased selling and marketing expenses related to the increase in net sales. The increase in the Mobile Devices segment was primarily driven by an increase in marketing expenses. The increases in the Networks and Home segments were primarily due to increased expenditures on information technology upgrades. SG&A expenses as a percentage of net sales increased in all segments.


Research and Development Expenditures

        Research and development ("R&D") expenditures decreased 6% to $1.5 billion, or 14.5% of net sales, in the first half of 2010, compared to $1.6 billion, or 14.9% of net sales, in the first half of 2009. The decrease in R&D expenditures reflects lower R&D expenditures in the Mobile Devices, Home and Networks segments, partially offset by increased R&D expenditures in the Enterprise Mobility Solutions segment. The decreases in R&D expenditures in the Mobile Devices, Home and Networks segments are primarily due to savings from cost-reduction initiatives. The increase in the Enterprise Mobility Solutions segment was primarily due to developmental engineering expenditures for new product development and investment in next-generation technologies.


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        R&D expenditures as a percentage of net sales decreased in the Enterprise Mobility Solutions, Networks and Mobile Devices segments and increased in the Home segment. The Company participates in very competitive industries with constant changes in technology and, accordingly, the Company continues to believe that a strong commitment to R&D is required to drive long-term growth.


Other Charges

        The Company recorded net charges of $58 million in Other charges in the first half of 2010, compared to net charges of $332 million in the first half of 2009. The charges in the first half of 2010 included: (i) $130 million of charges relating to the amortization of intangibles, (ii) $130 million of separation-related transaction costs, (iii) $34 million of net reorganization of business charges included in Other charges, and (iv) $21 million of charges relating to a royalty settlement, partially offset by a $257 million gain related to legal settlements. The charges in the first half of 2009 include: (i) $207 million of net reorganization of business charges included in Other charges, (ii) $141 million of charges relating to the amortization of intangibles, and (iii) a $39 million charge related to a facility impairment, partially offset by income of $55 million related to a legal settlement.


Net Interest Expense

        Net interest expense was $71 million in the first half of 2010, compared to net interest expense of $65 million in the first half of 2009. Net interest expense in the first half of 2010 included interest expense of $120 million, partially offset by interest income of $49 million. Net interest expense in the first half of 2009 includes interest expense of $111 million, partially offset by interest income of $46 million. The increase in net interest expense in 2010 is primarily attributable to increased costs related to the credit facility amended in the second quarter of 2009 and to the absence of a reversal of approximately $8 million of interest expense accruals that were no longer needed as a result of the settlement of certain tax audits in the second quarter 2009.


Gains (Losses) on Sales of Investments and Businesses

        Gains on sales of investments and businesses were $61 million in the first half of 2010, compared to a gain on sales of investments and businesses of $10 million in the first half of 2009. In the first half of 2010, the net gain was primarily comprised of: (i) a $31 million gain on the sale of a single investment, and (ii) a $20 million gain on the sale of our Israel-based wireless network operator formerly included as part of the Enterprise Mobility Solutions segment. In the first half of 2009, the net gain primarily relates to sales of certain of the Company's equity investments, partially offset by a net loss on the sale of specific businesses.


Other

        Net Other expense was $21 million in the first half of 2010, compared to net Other income of $93 million in the first half of 2009. The net Other expense in the first half of 2010 was primarily comprised of: (i) $19 million of investment impairments, (ii) a $12 million loss from the extinguishment of debt, and (iii) a $5 million foreign currency loss, partially offset by a $12 million gain from Sigma Fund investments. The net income in the first half of 2009 was primarily comprised of: (i) a $75 million mark-to-market increase in the value of Sigma Fund investments, and (ii) a $67 million gain related to the extinguishment of a portion of the Company's outstanding long-term debt, partially offset by: (i) $33 million of other-than-temporary investment impairment charges, and (ii) a $28 million foreign currency loss.


Effective Tax Rate

        The Company recorded $174 million of net tax expense in the first half of 2010, resulting in an effective tax rate of 43%, compared to $148 million of net tax benefits in the first half of 2009, resulting in an effective tax rate of 37%. The Company's effective tax rate in the first half of 2010 was higher than the U.S. statutory tax rate of 35% primarily due to (i) an increase in the U.S. federal income tax accrual for repatriation of undistributed foreign earnings (ii) a non-cash tax charge related to the Medicare Part D subsidy tax law change and (iii) certain separation-related transaction costs incurred for which the Company recorded no tax benefit partially offset by reductions in unrecognized tax benefits for facts that now indicate the extent to which certain tax positions are more-likely-than-not of being sustained.

        The Company's effective tax rate will change from period to period based on non-recurring events, such as the settlement of income tax audits, changes in valuation allowances and the tax impact of significant unusual or extraordinary items, as well as recurring factors including changes in the geographic mix of income before taxes and effects of various global income tax strategies.


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Earnings (Loss) from Continuing Operations

        The Company had net earnings from continuing operations before income taxes of $408 million in the first half of 2010, compared with a net loss from continuing operations before income taxes of $401 million in the first half of 2009. After taxes, and excluding Earnings (loss) attributable to noncontrolling interests, the Company had net earnings from continuing operations of $231 million, or $0.10 per diluted share, in the first half of 2010, compared to a net loss from continuing operations of $265 million, or $0.12 per diluted share, in the first half of 2009.

        The improvement in the earnings (loss) from continuing operations before income taxes in the first half of 2010 compared to the first half of 2009 was primarily attributable to: (i) a $582 million increase in gross margin, (ii) a $274 million decrease in Other charges, (iii) a $103 million decrease in R&D expenditures, and (iv) a $51 million increase in gains on the sale of investments and businesses. These factors were partially offset by: (i) a $114 million decrease in net Other income, (ii) an $81 million increase in SG&A expenses, and (iii) a $6 million increase in net interest expense.


Earnings from Discontinued Operations

        During the first quarter of 2009, the Company completed the sales of: (i) Good Technology, and (ii) the Company's former biometrics business unit, which included its Printrak trademark. After taxes, the Company had earnings from discontinued operations of $60 million, or $0.03 per diluted share, in the first quarter of 2009.


Reorganization of Businesses

        The Company maintains a formal Involuntary Severance Plan (the "Severance Plan"), which permits the Company to offer eligible employees severance benefits based on years of service and employment grade level in the event that employment is involuntarily terminated as a result of a reduction-in-force or restructuring. The Company recognizes termination benefits based on formulas per the Severance Plan at the point in time that future settlement is probable and can be reasonably estimated based on estimates prepared at the time a restructuring plan is approved by management. Exit costs consist of future minimum lease payments on vacated facilities and other contractual terminations. At each reporting date, the Company evaluates its accruals for employee separation and exit costs to ensure the accruals are still appropriate. In certain circumstances, accruals are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were redeployed due to circumstances not foreseen when the original plans were initiated. In these cases, the Company reverses accruals through the consolidated statements of operations where the original charges were recorded when it is determined they are no longer needed.

        The Company expects to realize cost-saving benefits of approximately $51 million during the remaining six months of 2010 from the plans that were initiated during the first half of 2010, representing: (i) $25 million of savings in R&D expenditures, (ii) $17 million of savings in SG&A expenses, and (iii) $9 million of savings in Costs of sales. Beyond 2010, the Company expects the reorganization plans initiated during the first half of 2010 to provide annualized cost savings of approximately $92 million, representing: (i) $48 million of savings in R&D expenditures, (ii) $29 million of savings in SG&A expenses, and (iii) $15 million of savings in Cost of sales.


2010 Charges

        During the first half of 2010, the Company continued to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. All four of the Company's business segments are impacted by these plans, with the majority of the impact in the Mobile Devices segment. The employees affected are located in all geographic regions.

        During the second quarter of 2010, the Company recorded net reorganization of business charges of $25 million, including $7 million of charges in Costs of sales and $18 million of charges under Other charges in the Company's condensed consolidated statements of operations. Included in the aggregate $25 million are charges of $32 million for employee separation costs, partially offset by $7 million of reversals for accruals no longer needed.

        During the first half of 2010, the Company recorded net reorganization of business charges of $46 million, including $12 million of charges in Costs of sales and $34 million of charges under Other charges in the Company's condensed consolidated statements of operations. Included in the aggregate $46 million are charges of $64 million for employee separation costs, partially offset by $18 million of reversals for accruals no longer needed.


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        The following table displays the net charges incurred by business segment:


July 3, 2010

    Three Months
Ended
    Six Months
Ended
 
   

Mobile Devices

  $ 2   $ 17  

Home

    5     10  

Enterprise Mobility Solutions

    14     16  

Networks

        1  
           

    21     44  

Corporate

    4     2  
           

  $ 25   $ 46  
   

        The following table displays a rollforward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2010 to July 3, 2010:

    Accruals at
January 1, 2010
    Additional
Charges
    Adjustments     Amount
Used
    Accruals at
July 3,
2010
 
   

Exit costs

  $ 58   $   $ (6 ) $ (23 ) $ 29  

Employee separation costs

    80     64     (14 )   (75 )   55  
   

  $ 138   $ 64   $ (20 ) $ (98 ) $ 84  
   

Adjustments include translation adjustments.


Exit Costs

        At January 1, 2010, the Company had an accrual of $58 million for exit costs attributable to lease terminations. The additional 2010 charges were not material. The adjustments of $6 million primarily reflect reversals of accruals no longer needed. The $23 million used in 2010 reflects cash payments. The remaining accrual of $29 million, which is included in Accrued liabilities in the Company's condensed consolidated balance sheets at July 3, 2010, represents future cash payments, primarily for lease termination obligations that are expected to be paid over a number of years.


Employee Separation Costs

        At January 1, 2010, the Company had an accrual of $80 million for employee separation costs, representing the severance costs for: (i) severed employees who began receiving payments in 2009, and (ii) approximately 1,200 employees who began receiving payments in 2010. The 2010 additional charges of $64 million represent severance costs for approximately an additional 1,400 employees, of which 400 are direct employees and 1,000 are indirect employees.

        The adjustments of $14 million reflect: (i) $12 million of reversals of accruals no longer needed, and (ii) $2 million of translation adjustments.

        During the first half of 2010, approximately 1,300 employees, of which 300 were direct employees and 1,000 were indirect employees, were separated from the Company. The $75 million used in 2010 reflects cash payments to separated employees. The remaining accrual of $55 million, which is included in Accrued liabilities in the Company's condensed consolidated balance sheets at July 3, 2010, is expected to be paid, generally, within one year to: (i) severed employees who have begun to receive payments, and (ii) approximately 1,000 employees to be separated in 2010.


2009 Charges

        During the first half of 2009, the Company committed to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. All four of the Company's business segments, as well as corporate functions, were impacted by these plans, with the majority of the impact in the Mobile Devices segment. The employees affected were located in all regions.

        During the second quarter of 2009, the Company recorded net reorganization of business charges of $58 million, including $9 million of charges in Costs of sales and $49 million of charges under Other charges in the Company's condensed consolidated statements of operations. Included in the aggregate $58 million are


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charges of $60 million for employee separation costs, $18 million for exit costs and $1 million for fixed asset impairment charges, partially offset by $21 million of reversals for accruals no longer needed.

        During the first half of 2009, the Company recorded net reorganization of business charges of $262 million, including $55 million of charges in Costs of sales and $207 million of charges under Other charges in the Company's condensed consolidated statements of operations. Included in the aggregate $262 million are charges of $264 million for employee separation costs, $22 million for exit costs and $18 million for fixed asset impairment charges, partially offset by $42 million of reversals for accruals no longer needed.

        The following table displays the net charges incurred by business segment:

July 4, 2009

    Three Months
Ended
    Six Months
Ended
 
   

Mobile Devices

  $ 33   $ 161  

Home

    6     16  

Enterprise Mobility Solutions

    7     37  

Networks

    6     17  
           

    52     231  

Corporate

    6     31  
           

  $ 58   $ 262  
   

        The following table displays a rollforward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2009 to July 4, 2009:

    Accruals at
January 1,
2009
    Additional
Charges
    Adjustments     Amount
Used
    Accruals at
July 4,
2009
 
   

Exit costs

  $ 80   $ 22   $ (8 ) $ (38 ) $ 56  

Employee separation costs

    170     264     (33 )   (276 )   125  
   

  $ 250   $ 286   $ (41 ) $ (314 ) $ 181  
   

Adjustments include translation adjustments.


Exit Costs

        At January 1, 2009, the Company had an accrual of $80 million for exit costs attributable to lease terminations. The additional 2009 charges of $22 million are primarily related to the exit of leased facilities and contractual termination costs, both within the Mobile Devices segment. The adjustments of $8 million reflected: (i) $7 million of reversals of accruals no longer needed, and (ii) $1 million of translation adjustments. The $38 million used in 2009 reflected cash payments. The remaining accrual of $56 million, which is included in Accrued liabilities in the Company's condensed consolidated balance sheets at July 4, 2009, represented future cash payments primarily for lease termination obligations.


Employee Separation Costs

        At January 1, 2009, the Company had an accrual of $170 million for employee separation costs, representing the severance costs for approximately 2,000 employees. The 2009 additional charges of $264 million represented severance costs for approximately an additional 6,800 employees, of which 2,200 were direct employees and 4,600 were indirect employees.

        The adjustments of $33 million reflect $35 million of reversals of accruals no longer needed, partially offset by $2 million of translation adjustments.

        During the first half of 2009, approximately 7,200 employees, of which 2,900 were direct employees and 4,300 were indirect employees, were separated from the Company. The $276 million used in 2009 reflected cash payments to these separated employees. The remaining accrual of $125 million, which was included in Accrued liabilities in the Company's condensed consolidated balance sheets at July 4, 2009, was expected to be paid to approximately 1,600 separated employees.


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Liquidity and Capital Resources

        As highlighted in the condensed consolidated statements of cash flows, the Company's liquidity and available capital resources are impacted by four key components: (i) cash and cash equivalents, (ii) operating activities, (iii) investing activities, and (iv) financing activities.


Cash and Cash Equivalents

        The Company's cash and cash equivalents (which are highly-liquid investments with an original maturity of three months or less) were $2.9 billion at July 3, 2010, compared to $2.9 billion at December 31, 2009. At July 3, 2010, $516 million of this amount was held in the U.S. and $2.4 billion was held by the Company or its subsidiaries in other countries. At July 3, 2010, restricted cash was $216 million (including $152 million held outside the U.S.), compared to $206 million (including $143 million held outside the U.S.) at December 31, 2009.

        The Company continues to analyze and review various repatriation strategies to continue to efficiently repatriate funds. During the six months of 2010, the Company repatriated $948 million in funds to the U.S. from international jurisdictions with minimal cash tax cost. The Company has approximately $2.0 billion of earnings in foreign subsidiaries that are not permanently reinvested and may be repatriated without additional U.S. federal income tax charges to the Company's condensed consolidated statements of operations, given the U.S. Federal tax provisions previously accrued on undistributed earnings and th