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):  April 18, 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 April 18, 2006, Motorola, Inc. issued a press release announcing financial results for the quarter ended April 1, 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 April 18, 2006 announcing financial results for the quarter ended April 1, 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: April 18, 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 April 18, 2006 announcing financial results for the quarter ended April 1, 2006.

EX-99.1

Exhibit 99.1

Motorola Announces First-Quarter Sales and Earnings

First-Quarter Financial Highlights

• Sales up 23 percent: Record first-quarter sales of $10.01 billion, compared to first-quarter 2005 sales of $8.16 billion

• Earnings of $.27 per share, includes $.02 per share for stock compensation expense

• Record handset shipments of 46.1 million units

• Global handset market share estimated at 21 percent, up 4.8 percentage points versus the year-ago quarter

• Record digital set-top box shipments of more than 2.0 million units

• Positive operating cash flow of approximately $700 million

SCHAUMBURG, Ill. — April 18, 2006 — Motorola, Inc. (NYSE: MOT) today reported the following sales and earnings.

	First Quarter				%
	2006		2005		Change
Sales	$	10.01B	$	8.16B		+23	%
EPS	$	0.27	$	0.28		-4	%

First-quarter earnings in 2006 and 2005 include the following significant items:

	2006			2005
Stock compensation expense	$	(0.02	)
Reorganization of business charges		(0.02	)
Gain on investments, net of derivative loss		0.03		$	0.06
Total EPS Impact	$	(0.01	)	$	0.06

During the quarter, the company continued to strengthen its balance sheet, generating operating cash flow of approximately $700 million, its 21^st consecutive quarter of positive operating cash flow. In addition, the company significantly accelerated its stock repurchase program during the quarter and repurchased approximately 37 million shares of its stock for approximately $815 million.

“We are very pleased about our results, which set a record for first-quarter sales and, excluding the significant items highlighted above, would have also been a record for first-quarter earnings. The company continues to profitably grow revenue and market share,” said Ed Zander, chairman and CEO. “Our

compelling products and solutions are advancing our vision of seamless mobility. In order to further build on this success, we announced a streamlined corporate structure to improve efficiency and reduce costs as well as an agreement to sell Motorola’s automotive business. With a sharpened strategic focus, Motorola is well-positioned for growth and success.”

Operating Results

Mobile Devices Segment sales were $6.4 billion, up 45 percent compared with the year-ago quarter. Operating earnings increased to $702 million, compared with operating earnings of $440 million in the year-ago quarter. Motorola’s portfolio of market-leading innovations — “must have” designs that deliver “must do” experiences such as mobile music and mobile video — is enabling the company’s steady momentum in the global marketplace.

• Shipped 46.1 million units, up 61% compared to the first quarter of 2005 — and up 3% compared to 44.7 million handsets shipped during Q4 2005.

• Expanded global market share to an estimated 21%, further narrowing the gap vs. the industry’s market share leader. This is up 4.8 points from a year ago and up more than 2 points from Q4 2005 — with particularly strong year-over-year performance in China, India and Africa.

• Increased brand strength and market share leadership in the Americas and remained the solid No. 2 with growing brand momentum in Europe, North Asia and the high-growth markets (Middle East, Africa, India and Southeast Asia).

• Launched six new handsets: 2 for GSM networks, 3 for CDMA and 1 for iDEN.

• Expanded sales in the candy-bar form factor category with the SLVR L7 and L6.

• Rejoined the Sprint line-up in North America with the Motorola C290 clamshell, enabling consumers to choose Motorola at all of the region’s largest wireless operators.

• Added new colors and features in the RAZR suite — including the exclusive Dolce & Gabbana gold edition and music and mega-pixel cameras.

• Doubled sales versus the prior quarter of the ultra-stylish PEBL U6 clamshell, and introduced an array of fashionable colors for Spring.

Government and Enterprise Mobility Solutions Segment sales were $1.54 billion, up 2 percent compared with the year-ago quarter. Operating earnings increased to $171 million, compared with operating earnings of $167 million in the year-ago quarter. Excluding restructuring charges of $8 million that are included in the 2006 first-quarter results, operating earnings increased 7 percent compared with the year ago quarter.

• Announced an agreement to sell the company’s automotive electronics business to Continental AG for approximately $1 billion in cash. The sale is expected to be completed during the second quarter.

• Announced a contract for a citywide public safety network in New York City that will increase capacity on the city’s communications channels.

• Announced significant contracts to deploy mission-critical communications systems in the State of Washington to enhance and improve public transit operations.

• Announced a contract to provide mission-critical communications for the military police in the State of Sao Paulo, Brazil for daily state-wide policing activities.

• Completed the final phase of an Internet Protocol (IP) TETRA-based digital communications system for the Hong Kong police.

Networks Segment sales were $1.43 billion, down 14 percent compared with the year-ago quarter. Operating earnings were $132 million, down compared with operating earnings of $234 million in the year-ago quarter, due to the decrease in sales and restructuring charges of $21 million in the first quarter of 2006. The segment continued to deliver a comprehensive value proposition in access, core, platforms and services for wireless and wireline carriers.

• MOTOwi4(TM) Canopy (R) products will be used by Earthlink and Google to provide the metro WiFi wireless network for the city of San Francisco. Motorola will also provide deployment, system integration and support services.

• Received an order from Rajasthan, India to deploy MOTOwi4 Canopy products for the first Indian statewide wireless broadband grid. Motorola will provide voice, video and data to connect 10,000 village councils and address underserved markets.

• Won push-to-talk over cellular (PoC) contracts with Vodaphone Spain and Yemen Public Telecommunications Corporation, bringing Motorola PoC deployments and contracts to 52 in 38 countries and territories.

• Signed a contract to provide IP converged core network solutions to vistream GmbH (Germany), which will enable rapid delivery of mobile services to mobile virtual network operators.

• Introduced 3G High Speed Indoor Access Point (Motorola AXPT) for deployment on any UMTS network — and supports existing UMTS and HSDPA devices.

• Advanced mobile commerce with the announcement of M-Wallet, an application that goes beyond point of sale capabilities to enable online bill payment and mobile banking, money transfers, stored value cards, ticket purchasing and more.

• Signed a 5-year access network deal with MTC Namibia encompassing GSM, GPRS, EDGE and Canopy solutions to enable service delivery through a hybrid cellular and wireless broadband technology network

Connected Home Solutions Segment sales were $710 million, up 7 percent compared with the year-ago quarter. Operating earnings were $15 million, compared with operating earnings of $19 million in the year-ago quarter.

Excluding restructuring charges of $43 million that are included in the 2006 first quarter results, operating earnings increased 205 percent compared with the year ago quarter. Motorola continued to see strength in shipments of video, voice and data infrastructure and consumer premise solutions, further driving our market leadership.

• Shipped a record number of digital entertainment devices — more than 2 million — an increase of approximately 48 percent over Q4 2005.

• Completed the acquisition of Kreatel Communications — a leading developer of Internet Protocol (IPTV) based set-tops.

• Introduced the IP-STB1100 supporting Kreatel TV Application Platform and the first all-digital set-top family with built-in home media networking capabilities.

• Shipped a record 632,000 voice modems during the quarter. Total modem shipments for the quarter were 2.6 million.

• Introduced a new residential seamless mobility gateway allowing consumers to use the same mobile device and the same phone number inside and outside of the home.

• Starhub (Singapore) announced plans to upgrade its hybrid fiber coaxial cable network to DOCSIS^® 3.0-compatible, leveraging Motorola’s channel bonding technology.

Second Quarter 2006 Outlook
The company’s outlook for the second quarter of 2006 is for sales of between $10.3 billion and $10.5 billion. The outlook for earnings per share is in the range of $.30 to $.32. This outlook excludes expected stock compensation expense of $.02 per share, any potential additional recovery relating to Telsim, any earnings impact from the sale of the automotive electronics business, and further reorganization of business expense associated with global supply chain consolidation and other operating expense reduction initiatives.

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 April 18, 2006. Motorola plans a live web-cast of the conference call over the Internet, featuring both audio and slides. Concurrently with the issuance of this press release, Motorola has posted on its website the slides to be used on the conference call. 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:

	First Quarter
(In millions, except per share amounts)	2006		2005
Net sales	$	10,013	$	8,161
Gross margin		3,020		2,656
Operating earnings		894		865
Earnings from continuing operations		686		692
Net earnings		686		692
Diluted earnings per common share:
Continuing operations	$	0.27	$	0.28
Discontinued operations		—		—
		0.27		0.28
Weighted average diluted common shares
Outstanding		2553.6		2487.1

Business Risks
Statements in this press release that are not historical facts are forward-looking statements based on current expectations that involve risks and uncertainties. Such forward-looking statements include, but are not limited to, statements about Motorola’s guidance for second quarter 2006 sales and earnings. Motorola cautions the reader that the factors below and 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 stated in the forward-looking statements. These factors include: (1) the uncertainty of current economic and political conditions, as well as the economic outlook for the telecommunications and broadband industries; (2) the company’s ability to continue to increase profitability and market share in its wireless handset business; (3) demand for the company’s products, including products related to new technologies; (4) the company’s ability to introduce new products and technologies in a timely manner; (5) risks related to dependence on certain key suppliers; (6) the impact on the company’s performance and financial results from strategic acquisitions or divestitures that are currently pending or may occur in the future; (7) risks related to the company’s high volume of manufacturing and sales in Asia; (8) the company’s ability to purchase sufficient materials, parts and components to meet customer demand; (9) the creditworthiness of the company’s customers, particularly purchasers of large infrastructure systems; (10) unexpected liabilities or expenses, including unfavorable outcomes to any pending or future litigation, including without limitation any relating to the Iridium project; (11) the timing and levels at which design wins become actual orders and sales; (12) the impact of foreign currency fluctuations; (13) the impact on the company from continuing hostilities in Iraq and conflict in other countries; (14) the impact on the company from ongoing consolidation in the telecommunications and broadband industries; (15) the impact of changes in governmental policies, laws or regulations; (16) the outcome of currently ongoing and future tax matters with the IRS, and (17) 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 $36.8 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
	April 1, 2006			April 2, 2005
Net sales	$	10,013		$	8,161
Costs of sales		6,993			5,505
Gross margin		3,020			2,656
Selling, general and administrative expenses		1,116			945
Research and development expenditures		980			853
Other charges/(income)		30			(7	)
Operating earnings		894			865
Other income (expense):
Interest income (expense), net		67			(8	)
Gains/(loss) on sales of investments and businesses		151			239
Other		(19	)		(9	)
Total other income		199			222
Earnings from continuing operations before income taxes		1,093			1,087
Income tax expense		407			395
Earnings from continuing operations		686			692
Earnings (loss) from discontinued operations, net of tax		—			—
Net earnings	$	686		$	692
Earnings per common share
Basic:
Continuing operations	$	0.28		$	0.28
Discontinued operations		—			—
	$	0.28		$	0.28
Diluted:
Continuing operations	$	0.27		$	0.28
Discontinued operations		—			—
	$	0.27		$	0.28
Weighted average common shares outstanding
Basic		2,489.0			2,447.1
Diluted		2,553.6			2,487.1
Dividends paid per share	$	0.04		$	0.04

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

ASSETS	April 1,		December 31,
	2006		2005
Cash & cash equivalents	$	4,200	$	3,774
Sigma funds		10,261		10,867
Short-term investments		185		144
Accounts receivable, net		5,858		5,779
Inventories, net		2,764		2,522
Deferred income taxes		2,351		2,390
Other current assets		2,495		2,393
Total current assets		28,114		27,869
Property, plant and equipment, net		2,248		2,271
Investments		1,556		1,654
Deferred income taxes		1,080		1,245
Other assets		2,711		2,610
Total assets	$	35,709	$	35,649
LIABILITIES AND STOCKHOLDERS’ EQUITY
Notes payable and current portion of long-term debt	$	470	$	448
Accounts payable		4,430		4,406
Accrued liabilities		7,548		7,585
Total current liabilities		12,448		12,439
Long-term debt		3,774		3,806
Other liabilities		2,907		2,731
Stockholders’ equity		16,580		16,673
Total liabilities and stockholders’ equity	$	35,709	$	35,649

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

Summarized below are the Company’s net sales and operating earnings (loss) by reportable segment for the quarters ended April 1, 2006 and April 2, 2005.

	Segment Net Sales
	Quarter Ended			Quarter Ended			% Change
	April 1, 2006			April 2, 2005			from 2005
Mobile Devices	$	6,400		$	4,414			45	%
Government & Enterprise Mobility Solutions		1,539			1,503			2	%
Networks		1,431			1,657			-14	%
Connected Home Solutions		710			662			7	%
Other/Eliminations		(67	)		(75	)		11	%
Segment Totals	$	10,013		$	8,161			23	%

	Operating Earnings (Loss)
	GAAP Results
	Quarter Ended			Quarter Ended
	April 1, 2006			April 2, 2005
Mobile Devices	$	702		$	440
Government & Enterprise Mobility Solutions		171			167
Networks		132			234
Connected Home Solutions		15			19
Other/Eliminations		(126	)		5
Segment Totals	$	894		$	865