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Motorola Announces Results For Its Dutch Auction Offer; Retires $500 Million Of Its Debt Securities

Tuesday, June 22, 2010

SCHAUMBURG, IL – Motorola, Inc. (NYSE: MOT) announced that an aggregate principal amount of $399,797,000 of its debt securities were validly tendered and not validly withdrawn prior to 12:00 Midnight EDT on June 21, 2010, the Dutch Auction Offer expiration date, pursuant to its previously announced modified “Dutch Auction” cash tender offer to purchase, under certain conditions, its outstanding 6.50% Debentures due 2025, 6.50% Debentures due 2028, and 6.625% Senior Notes due 2037, as more fully set forth below.

The $399,797,000 aggregate principal amount of debt securities validly tendered and not validly withdrawn pursuant to the Dutch Auction Offer exceeds the maximum principal amount of $361,817,000 of debt securities to be purchased pursuant to the Dutch Auction Offer. Motorola has accepted for purchase, on a pro rata basis after rounding, an aggregate principal amount of $361,815,000 of the debt securities that were validly tendered and not validly withdrawn. The pro ration factor, as determined pursuant to the Offer to Purchase dated May 24, 2010, is approximately 90.57%. Debt securities not purchased as a result of pro ration will be returned to the holders.

Pursuant to the terms of the Dutch Auction Offer, Motorola determined that the Clearing Premium for the Dutch Auction Offer is 25 basis points. The applicable Dutch Auction Offer Total Consideration and Dutch Auction Offer Tender Consideration for each series of debt securities, calculated on the basis of the Clearing Premium and the applicable Dutch Auction Offer Yields, are set forth in the table below.


Title of Security
CUSIP Number
Principal Amount Outstanding
Principal Amount Tendered
Principal Amount Accepted
Percentage of Outstanding Amount Accepted
Dutch Auction Offer Total Consideration
Dutch Auction Offer Tender Consideration

6.50% Debentures due 2025
620076AK5
$378,669,000
$71,598,000
$64,769,000
17.10%
$1,019.06
$969.06

6.50% Debentures due 2028
620076AP4
$285,590,000
$83,339,000
$75,363,000
26.39%
$1,021.30
$971.30

6.625% Senior Notes due 2037
620076BA6
$446,444,000
$244,860,000
$221,683,000
49.66%
$1,009.15
$959.15



Motorola expects to make payment for all debt securities accepted for purchase pursuant to the Dutch Auction Offer in same-day funds today, June 22, 2010. Following the completion of the Dutch Auction Offer, Motorola will have retired approximately $500 million aggregate principal amount of its previously outstanding debt securities pursuant to the Dutch Auction Offer and the recently consummated Any and All Offer (together, the “Offers”).

J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. served as the Lead Dealer Managers and Global Bondholder Services Corporation served as the Depositary and Information Agent for the Offers.

This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer. The Offers were made only pursuant to the terms of the Offer to Purchase, as amended by the press release issued by Motorola on June 8, 2010, and the related Letter of Transmittal.



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