Motorola Solutions, Inc. · NYSE:MSI
Motorola Solutions — Motorola — Proxy Contest (April 2007)
29 slides from Motorola Solutions's proxy contest presentation, Apr 23, 2007
Slide 1: Motorola Board and Management Presentation to ISS
April 23, 2007 Motorola Board and Management Presentation to ISS
Slide 2: Agenda
Agenda Introduction Transforming Motorola Strategic Review Motorola's Board & Corporate Governance Response to Carl Icahn's Nomination
Slide 3: Introduction
Introduction Motorola Attendees: Dave Dorman Independent Board Member Ed Zander Chairman of the Board and Chief Executive Officer Tom Meredith Newly appointed Chief Financial Officer and Board Member (previously, independent Board Member for 2 years) Dean Lindroth Motorola Investor Relations Don McL
Slide 4: Committed and Engaged Board
Committed and Engaged Board Board and management team committed to enhancing stockholder value Board and management improving performance of Mobile Devices business and increasing profitability Board independent-minded, highly qualified with relevant industry experience and committed to good corpora
Slide 5: Transforming Motorola
ISS Presentation — Aprif 23, 2007 Transforming Motorola
Slide 6: Transforming Motorola
2003 2006 Transforming Motorola Board and management work together to redefine and reposition Motorola in rapidly changing communications environment
Slide 7: Managing the Portfolio Through Divestiture
Semiconductors Automotive Energy Clinical Micro Other Assets Facilities Engineering Re-deployment Excess G&A Transforming Motorola - Managing the Portfolio Through Divestiture Board actively engaged with management to reposition portfolio
Slide 8: Managing the Portfolio Through Investment
ORGANIC INVESTMENTS Seamless Mobility Mobility Devices WW Connected Home Networks & Enterprise (including Government) MOTOwi4 (WiMAX, Canopy, etc.) Wireline Linux / Java(tm) Labs / ESA Micro Miniaturization Multi-mode Quantum Bridge Mesh Orthogon Kreatel Small Eng. Teams Ucentric Broadbus Clearwire
Slide 9: Motorola: The Patent Powerhouse
Motorola: The Patent Powerhouse * Annual industry as of March 23, 2007. Report is generated every 13 weeks by The Patent Board(tm). Footnote: Patent Count used in the Patent Board table includes only Telecommunications patents and is not to be confused with the number of patents Motorola owns. Top 1
Slide 10: Owning Intellectual Property
Transforming Motorola - Owning Intellectual Property TECHNOLOGY ACQUISITION 2003 2004 2005 2006 HD/DVR integrated set-top EDGE, 3G, UMTS, WiDEN PTT/PoC Quadband Connectivity IP for Public Safety Cable Modem Termination System Canopy systems Mobile Mesh Networking Java/Linux platform IP call processi
Slide 11: Strategy Drives Results
#1 Public Safety #1 Video (Cable & IPTV) #1 Enterprise Mobility #2 Mobile Devices Emerging Leader in Broadband Wireless (4G) Transforming Motorola - Strategy Drives Results Motorola - global communications leader known worldwide for innovation and leadership in wireless and broadband communications
Slide 12: Progress at Year End
2003 $27B Total Revenue $21.7B Core Revenue $1.1B OE ~$350K Revenue / HC 2006 $ 43B $43B $4.1B ~$650K Connected Home Mobile Devices Networks & Enterprise SEAMLESS MOBILITY GTSS BCS IESS PCS CGISS SPS Transforming Motorola - Progress at Year End Note: "Core Revenues" reflect revenues in businesses Mo
Slide 13: Four Years of Strong Returns
Transforming Motorola - Four Years of Strong Returns April 17, 2003 through April 16, 2007 Source: FactSet Note: Current value assumes all dividends reinvested at the market closing price on day of payment. S&P Total Return Index includes re-investment of dividends Value of FSL represents 0.110415 F
Slide 14: Strategic Review
» ISS Presentation — Aprif 23, 2007 Strategic Review Page 13
Slide 15: Strategic Review - Looking Ahead
Strategic Review - Looking Ahead Strengthening Mobile Devices Reducing Cost Structure Returning Significant Capital to Stockholders Strengthened Management Team
Slide 16: Strengthening Mobile Devices
Strategic Plan - Strengthening Mobile Devices Complete/accelerate architecture transition Linux/Java(tm)software platform and multimedia platform - downsize existing platform and eliminate cost overlaps Multisource, multi-tier silicon chipsets with new low cost basis Based on this architecture: Deli
Slide 17: Reducing Cost Structure
Strategic Review - Reducing Cost Structure Programs Being Implemented - - Reduction in Force - - Site Rationalization - - Acquisition Synergies More to come - update on additional actions prior to June 1 Cash Flow Growth Profitability
Slide 18: Returning Significant Capital to Stockholders
Strategic Review - Returning Significant Capital to Stockholders Since May 2005, repurchased $7.1B of common stock out of a total authorization of $11.5B Completed $4.0B, first ever Motorola buyback in 14 months Commenced $4.5B program in July 2006 Expanded share repurchase authorization to $7.5B an
Slide 19: Strengthened Management Team
Greg Brown appointed President and Chief Operating Officer Previously, President Networks & Enterprise Business Previously, Chairman and Chief Executive Officer of Micromuse Tom Meredith appointed Chief Financial Officer General Partner, Meritage Capital L.P. Previously, Chief Financial Officer of D
Slide 20: Motorola's Board and Corporate Governance
Motorola's Board and Corporate Governance
Slide 21: Motorola Board Highly Qualified and Engaged
Motorola Board Highly Qualified and Engaged Current Members and Tenure Joined Before 2004 Experience Years Served Age Judy Lewent CFO, Merck 12 57 Nicholas Negroponte Chairman, One Laptop Per Child; Co-founder, MIT Media Lab 12 63 Sam Scott Pres. / CEO, Corn Products 14 62 Sandy Warner Chairman / CE
Slide 22: Motorola Board Very Active
38 Board and Board Committee meetings last 12 months Five standing committees: Governance and Nominating, Compensation and Leadership, Audit and Legal, Finance, and Executive Numerous in-depth, one-on-one/small group meetings with business unit leaders Frequent engagement with international customer
Slide 23: Strong Corporate Governance
Strong Corporate Governance Governance provisions Full board elected annually - no classified board No "poison pill" in place Simple majority vote required to approve a merger Stockholders may act by written consent No dual class capital structure Executives and directors subject to stock ownership
Slide 24: Response To Carl Icahn's Nomination
Response To Carl Icahn's Nomination
Slide 25: Icahn Does Not Add Strength to Motorola's Board
Icahn Does Not Add Strength to Motorola's Board Icahn does not add to Board's strength in experience, engagement or commitment Icahn's financial expertise is not grounded in operational experience at a multinational corporation Not additive to financial expertise already on the board (Sandy Warner,
Slide 26: Icahn Does Not Meet Stockholder Needs
Icahn Does Not Meet Stockholder Needs Stockholders need informed, active, engaged board committed to industry and business Icahn's only public suggestions to date would lead to irresponsible debt levels at wrong time in our technology cycle and constrict investment flexibility required in technology
Slide 27: Icahn's Governance Track Record
Icahn's Governance Track Record Already on 9 company boards including 6 public companies Blockbuster ($5.5bn) XO Holdings ($1.4bn) ImClone Systems ($0.68bn) ('06 revenues; source: Yahoo! Finance) American Railcar Industries ($0.65bn) American Real Estate Partners ($1.5bn) Cadus Corporation ($0.1m) S
Slide 28: Conclusion
Conclusion Icahn does not add to strength of Motorola board Motorola remains open to recommendations of qualified independent candidates to represent interests of all stockholders Motorola remains committed to an ongoing dialog with all stockholders, including Icahn
Slide 29: Additional Information and Where to Find It
ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication may be deemed to be solicitation material in connection with Motorola's solicitation of proxies for its 2007 Annual Stockholders Meeting. Motorola has filed with the Securities and Exchange Commission (the "SEC") and mailed to stockholde