8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported):  October 17, 2006

Motorola, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-7221
(Commission File Number) 36-1115800
(I.R.S. Employer Identification No.)

1303 East Algonquin Road, Schaumburg, Illinois
(Address of Principal Executive Offices) 60196
(Zipcode)

(847) 576-5000
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

      o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

      The information in this Form 8-K that is furnished under “Item 2.02. Results of Operations and Financial Condition” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

      On October 17, 2006, Motorola, Inc. issued a press release announcing financial results for the quarter ended September 30, 2006. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following is filed as an Exhibit to this Report.

Exhibit No.	Document
99.1	Press Release by Motorola, Inc. dated October 17, 2006 announcing financial results for the quarter ended September 30, 2006.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MOTOROLA, INC.
Dated: October 17, 2006	By:	/s/ Steven J. Strobel
		Steven J. Strobel Senior Vice President and Corporate Controller

EXHIBIT INDEX

Exhibit No.	Document
99.1	Press Release by Motorola, Inc. dated October 17, 2006 announcing financial results for the quarter ended September 30, 2006.

EX-99.1

Exhibit 99.1

Motorola Announces Record Third-Quarter Sales

Third-Quarter Financial Highlights

• Record quarterly sales of $10.6 billion, up 17 percent versus the year-ago quarter

• GAAP earnings of $0.39 per share, including income of $0.10 per share from discontinued operations and charges of $0.05 per share from items highlighted below

• Record handset shipments of 53.7 million units, up 39 percent versus the year-ago quarter

• Global handset market share estimated at 22.4 percent, up 3.8 percentage points versus the year-ago quarter

• Positive operating cash flow of $1.6 billion

SCHAUMBURG, Ill. — October 17, 2006 — Motorola, Inc. (NYSE: MOT) today reported sales, on a continuing operations basis, of $10.6 billion in the third quarter of 2006. Net earnings in the third quarter of 2006 were $0.39 per share, including $0.10 per share from discontinued operations and $0.29 per share from continuing operations, which included the items highlighted below:

	EPS Impact
Stock compensation expense	$	(0.02	)
Reorganization of business charges		(0.01	)
Legal reserve		(0.01	)
Acquisition-related in-process research & development		(0.01	)
Charitable contribution to Motorola Foundation		(0.01	)
Tax benefits (expense)		(0.01	)
Sprint Nextel derivative gain		0.02
	$	(0.05	)

During the quarter, the company continued to maintain a very strong balance sheet, generating operating cash flow from continuing operations of $1.6 billion, its 23^rd consecutive quarter of positive operating cash flow. In addition, the company repurchased 62 million shares of its stock for $1.5 billion.

“While our third-quarter sales were slightly below our guidance, we are pleased with our earnings. Each of our business segments and total Motorola improved operating margin versus the second quarter of 2006, excluding highlighted items. Mobile Devices again achieved record unit shipments and sequentially improved its market share versus the second quarter,” said Ed Zander, chairman and CEO. “During the quarter, GSM infrastructure sales in the Europe, Middle East and Africa region were weaker than anticipated due to customer delays in capital spending. Additionally, sales of iDEN mobile devices were lower, caused by customer inventory reductions in anticipation of new dual-mode device shipments in the fourth quarter. With our strong balance sheet, leadership technologies and proven record of growth, Motorola is well positioned to continue creating value for its shareholders as one of the world’s leading technology companies.”

Operating Results

Mobile Devices Segment sales were $7.03 billion, up 26 percent compared with the year-ago quarter. Operating earnings increased to $819 million, including a charge of $16 million for acquisition-related in-process research and development, compared with operating earnings of $593 million in the year-ago quarter. Excluding highlighted items, the segment’s operating margin improved to 11.9 percent versus 11.2 percent in the second quarter of 2006 and 11.0 percent in the year-ago quarter, as a result of new product launches, supply chain cost reductions and higher technology and platform licensing-related income. During the quarter, Mobile Devices also:

• Shipped 53.7 million units, up 39 percent compared to the third quarter of 2005 — and up 3.6 percent compared to 51.9 million handsets shipped during the second quarter of 2006.

• Captured headlines by launching the highly anticipated MOTOKRZR handset, which is creating excitement among customers and consumers eager to have the industry’s newest ultra-slim and ultra-stylish handset.

• Expanded global market share to an estimated 22.4 percent, up 3.8 percentage points from a year ago and up 0.3 percentage points from the second quarter of 2006.

• Continued brand strength and market-share leadership in the Americas, solid No. 2 position in Asia (approximately 23 percent in China and 15 percent in India), while continuing popularity among consumers in Europe, the Middle East and Africa as new products prepared to launch and drive demand for the fourth quarter.

• Signed a five-year supply agreement for iDEN handsets with NII Holdings, Inc. — Motorola’s largest customer for iDEN technology outside of the United States.

• Launched eight new handsets: three for GSM, three for CDMA and two for iDEN.

Networks and Enterprise Segment sales were $2.78 billion, up slightly compared with the year-ago quarter. Operating earnings were $378 million, including net reorganization of business charges of $51 million, compared to prior-year operating earnings of $465 million, due to a highly favorable product / regional mix of sales in the year-ago quarter. Operating margin, excluding highlighted items, was 15.4 percent versus 14.6 percent in the second quarter of 2006 and 18.7 percent in the prior-year quarter. During the quarter, Networks and Enterprise also:

• Announced that Sprint Nextel has selected Motorola as one of the key suppliers for WiMAX; Motorola is now participating in 18 WiMAX trials globally.

• Completed the acquisition of NextNet.

• Announced collaboration with Huawei Technologies, Co., Ltd. to bring an enhanced and extensive portfolio of UMTS and HSPA infrastructure equipment to customers worldwide.

• Signed a contract extension with NII Holdings, Inc. for iDEN infrastructure.

• Announced its intention to acquire Symbol Technologies, Inc. which, upon completion of the acquisition, will become the cornerstone of the enterprise business within Motorola’s Networks and Enterprise segment.

• Announced the first network contract for Motorola’s next-generation public safety platform with Prince George’s County, Maryland, and a contract with O2 Airwave for the world’s first PDA device for use on TETRA networks.

Connected Home Solutions Segment sales were $812 million, up 9 percent compared with the year-ago quarter. Operating earnings were $21 million, including charges of $42 million for acquisition-related in-process research and development and a legal reserve, compared to prior-year operating earnings of $39 million. Excluding highlighted items, the segment’s operating margin improved to 7.8 percent versus 7.0 percent in the second quarter of 2006 and 5.8 percent in the year-ago quarter. During the quarter, the segment:

• Set a new quarterly record in video, shipping nearly 2.5 million digital entertainment devices.

• Subsequent to the close of the quarter, Motorola shipped the 50 millionth digital entertainment device, underscoring the company’s heritage of delivering innovations for the digital cable connected home.

• Expanded its next-generation digital video portfolio, completing two acquisitions during the quarter: Broadbus, Motorola’s new On Demand Solutions business, and Vertasent, a developer of software that manages the technology elements for switched digital video networks. With these two acquisitions, Motorola has enhanced its end-to-end, switched digital video solution and software portfolio, delivering

	advanced video services and improved bandwidth management to pay-TV service operators.
•	During the quarter, Motorola On Demand Solutions (Broadbus) set a quarterly record shipping 57,000 video streams across 17 systems.

Fourth Quarter 2006 Outlook

The company’s outlook for the fourth quarter of 2006 is for sales of between $11.8 billion and $12.1 billion, an increase of 18 to 21 percent versus the prior-year quarter.

Conference Call and Web-cast

Motorola’s quarterly earnings conference call is scheduled to begin at 4:00 p.m. Central Time (USA) on Tuesday, October 17, 2006. Motorola plans a live web-cast of the conference call over the Internet, featuring both audio and slides. Investors can view the slides and join the web-cast at www.motorola.com/investor.

Consolidated GAAP Results

A comparison of results from operations is as follows:

	Third Quarter
(In millions, except per share amounts)	2006		2005
Net sales	$	10,603	$	9,048
Gross margin		3,374		2,929
Operating earnings		968		1,080
Earnings from continuing operations		727		1,738
Net earnings		968		1,751
Diluted earnings per common share:
Continuing operations	$	0.29	$	0.68
Discontinued operations		0.10		0.01
	$	0.39	$	0.69
Weighted average diluted common shares outstanding		2,476.8		2,547.0

Business Risks
This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Any statements that are not historical facts are forward-looking statements and are based on Motorola’s current expectations, which are subject to numerous risks and involve numerous uncertainties. Such forward-looking statements include, but are not limited to, Motorola’s outlook for sales in the fourth quarter of 2006 and expected timing of product introductions. Motorola cautions the reader that the factors below, as well as those on pages 19 through 27 in Item 1A of Motorola’s 2005 Annual Report on Form 10-K and in its other SEC filings, could cause Motorola’s actual results to differ materially from those predicted in the forward-looking statements. Motorola undertakes no obligation to publicly update any forward-looking statement or risk factor, whether as a result of new information, future events, or otherwise. Factors that may impact forward-looking statements include, but are not limited to: (1) the company’s ability to continue to increase

profitability and market share in its wireless handset business; (2) the level of demand for the company’s products, including products related to new technologies; (3) the company’s ability to introduce new products and technologies in a timely manner; (4) the company’s ability to continue generating meaningful savings from supply-chain improvements, manufacturing consolidation and other cost-reduction initiatives; (5) the uncertainty of current economic and political conditions, as well as the economic outlook for the telecommunications and broadband industries; (6) the company’s ability to purchase sufficient materials, parts and components to meet customer demand; (7) unexpected negative consequences from the realignment of the company’s Networks and Enterprise business; (8) risks related to dependence on certain key suppliers; (9) the impact on the company’s performance and financial results from strategic acquisitions or divestitures, including those that may occur in the future; (10) risks related to the company’s high volume of manufacturing and sales in Asia; (11) the creditworthiness of the company’s customers, particularly purchasers of large infrastructure systems; (12) variability in income generated from licensing the company’s intellectual property; (13) unexpected liabilities or expenses, including unfavorable outcomes to any pending or future litigation, including without limitation any relating to the Iridium project; (14) the timing and levels at which design wins become actual orders and sales; (15) the impact of foreign currency fluctuations; (16) the impact on the company from continuing hostilities in Iraq and conflict in other countries; (17) the impact on the company from ongoing consolidation in the telecommunications and broadband industries; (18) the impact of changes in governmental policies, laws or regulations; (19) the outcome of currently ongoing and future tax matters; and (20) unforeseen negative consequences from the company’s outsourcing of various activities, including certain manufacturing, information technology and administrative functions.

About Motorola

Motorola is known around the world for innovation and leadership in wireless and broadband communications. Inspired by our vision of Seamless Mobility, the people of Motorola are committed to helping you get and stay connected simply and seamlessly to the people, information, and entertainment that you want and need. We do this by designing and delivering “must have” products, “must do” experiences and powerful networks — along with a full complement of support services. A Fortune 100 company with global presence and impact, Motorola had sales of US $35.3 billion in 2005. For more information about our company, our people and our innovations, please visit www.motorola.com

# # #

Media Contact:
Jennifer Weyrauch
+1-847-435-5320
Jennifer.Weyrauch@motorola.com

MOTOROLA and the stylized M Logo are registered in the U.S. Patent & Trademark Office. All other product or service names are the property of their respective owners.
^© Motorola, Inc. 2006

Motorola, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In millions, except per share amounts)

	Quarter Ended		Quarter Ended
	September 30, 2006		October 1, 2005
Net sales	$	10,603	$	9,048
Costs of sales		7,229		6,119
Gross margin		3,374		2,929
Selling, general and administrative expenses		1,174		919
Research and development expenditures		1,027		882
Other charges (income)		205		48
Operating earnings		968		1,080
Other income (expense):
Interest income, net		90		20
Gains on sales of investments and businesses, net		10		1,266
Other		87		(106	)
Total other income		187		1,180
Earnings from continuing operations before income taxes		1,155		2,260
Income tax expense		428		522
Earnings from continuing operations		727		1,738
Earnings from discontinued operations, net of tax		241		13
Net earnings	$	968	$	1,751
Earnings per common share
Basic:
Continuing operations	$	0.30	$	0.70
Discontinued operations		0.10		0.01
	$	0.40	$	0.71
Diluted:
Continuing operations	$	0.29	$	0.68
Discontinued operations		0.10		0.01
	$	0.39	$	0.69
Weighted average common shares outstanding
Basic		2,418.1		2,480.6
Diluted		2,476.8		2,547.0
Dividends paid per share	$	0.05	$	0.04

	Nine Months Ended			Nine Months Ended
	September 30, 2006			October 1, 2005
Net sales	$	31,087		$	25,223
Costs of sales		21,428			16,956
Gross margin		9,659			8,267
Selling, general and administrative expenses		3,470			2,757
Research and development expenditures		2,989			2,567
Other charges (income)		(139	)		49
Operating earnings		3,339			2,894
Other income (expense):
Interest income, net		227			16
Gains on sales of investments and businesses, net		166			1,914
Other		194			(94	)
Total other income		587			1,836
Earnings from continuing operations before income taxes		3,926			4,730
Income tax expense		1,194			1,388
Earnings from continuing operations		2,732			3,342
Earnings from discontinued operations, net of tax		306			34
Net earnings	$	3,038		$	3,376
Earnings per common share
Basic:
Continuing operations	$	1.11		$	1.36
Discontinued operations		0.13			0.01
	$	1.24		$	1.37
Diluted:
Continuing operations	$	1.09		$	1.33
Discontinued operations		0.12			0.01
	$	1.21		$	1.34
Weighted average common shares outstanding
Basic		2,456.7			2,463.4
Diluted		2,517.0			2,514.7
Dividends paid per share	$	0.13		$	0.12

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

	September 30,		December 31,
	2006		2005
ASSETS
Cash & cash equivalents	$	3,015	$	3,774
Sigma funds		11,616		10,867
Short-term investments		211		144
Accounts receivable, net		7,135		5,635
Inventories, net		2,716		2,422
Deferred income taxes		2,022		2,355
Other current assets		2,858		2,360
Current assets held for sale		26		312
Total current assets		29,599		27,869
Property, plant and equipment, net		2,157		2,020
Investments		1,545		1,644
Deferred income taxes		822		1,196
Other assets		3,272		2,597
Non-current assets held for sale		13		323
Total assets	$	37,408	$	35,649
LIABILITIES AND STOCKHOLDERS’ EQUITY
Notes payable and current portion of long-term debt	$	508	$	448
Accounts payable		4,802		4,295
Accrued liabilities		8,037		7,376
Current liabilities held for sale		244		320
Total current liabilities		13,591		12,439
Long-term debt		3,780		3,806
Other liabilities		2,899		2,727
Non-current liabilities held for sale		—		4
Stockholders’ equity		17,138		16,673
Total liabilities and stockholders’ equity	$	37,408	$	35,649

Motorola, Inc. and Subsidiaries
Segment Information
(In millions)

Summarized below are the Company’s net sales by reportable segment for the quarters and nine months ended September 30, 2006 and October 1, 2005.

	Net Sales
	Quarter Ended			Quarter Ended			% Change
	September 30, 2006			October 1, 2005			from 2005
Mobile Devices	$	7,034		$	5,604			26	%
Networks and Enterprise		2,779			2,766			0	%
Connected Home Solutions		812			743			9	%
Segment Totals		10,625			9,113			17	%
Other and Eliminations		(22	)		(65	)		66	%
Company Totals	$	10,603		$	9,048			17	%

	Net Sales
	Nine Months Ended			Nine Months Ended			% Change
	September 30, 2006			October 1, 2005			from 2005
Mobile Devices	$	20,577		$	14,921			38	%
Networks and Enterprise		8,202			8,328			-2	%
Connected Home Solutions		2,347			2,168			8	%
Segment Totals		31,126			25,417			22	%
Other and Eliminations		(39	)		(194	)		80	%
Company Totals	$	31,087		$	25,223			23	%

Motorola, Inc. and Subsidiaries
Segment Information
(In millions)

Summarized below are the Company’s operating earnings (loss) by reportable segment for the quarters and nine months ended September 30, 2006 and October 1, 2005.

	Operating Earnings (Loss)
	Quarter Ended			Quarter Ended
	September 30, 2006			October 1, 2005
Mobile Devices	$	819		$	593
Networks and Enterprise		378			465
Connected Home Solutions		21			39
Segment Totals		1,218			1,097
Other and Eliminations		(250	)		(17	)
Company Totals	$	968		$	1,080

	Operating Earnings (Loss)
	Nine Months Ended			Nine Months Ended
	September 30, 2006			October 1, 2005
Mobile Devices	$	2,317		$	1,524
Networks and Enterprise		1,063			1,374
Connected Home Solutions		66			81
Segment Totals		3,446			2,979
Other and Eliminations		(107	)		(85	)
Company Totals	$	3,339		$	2,894