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Motorola Solutions, Inc. (NYSE:MSI)

2012 Annual Meeting

April 30, 2012 5:00 pm ET

Executives

Gregory Q. Brown - Chairman, Chief Executive Officer, President and Chairman of Executive Committee

Lewis A. Steverson - Senior Vice President, General Counsel and Secretary to the Board

Operator

Ladies and gentlemen, please welcome Chairman and Chief Executive Officer, Greg Brown.

Gregory Q. Brown

Good afternoon, and welcome, everyone. We appreciate your personal attendance, and we're delighted to host you to this annual meeting of Motorola Solutions.

The agenda today, we will go through the nominees of the board on an annual basis and get the nomination and ultimately, the shareholder vote. We'll go through a brief formal business meeting that we'll talk about some of the value -- shareholder value created since separation; briefly go through who we are; remind you of the current leadership team; talk about, again, our purpose and our strategy; review 2011 very briefly as well as Q1 of 2012; and then talk also about what Motorola does for giving back. Obviously, after that point, we will open it up, and I'm very interested in hearing your questions.

Before we begin, on behalf of the company, I'd like to give a special thanks to Director Vince Intrieri, for his dedicated service. Vince resigned as director on March 1 and is not standing for reelection at this meeting.

Now it's my pleasure to introduce the other director nominees, and I'll ask each of them to stand up for a moment as I call their name. Chief Bill Bratton is the Chairman of Kroll and was formerly the Chief of the Los Angeles Police Department as well as NYPD. Ken Dahlberg is the former Chairman of the Board of SAIC and currently serves on the board of Teledyne Technologies, Inc; Dave Dorman is the lead Independent Director of our Board of Directors, the Chairman of the Board of CVS Caremark Corporation, serves on the board of YUM! Brands and was formerly Chairman and CEO of AT&T. He also chairs our boards of governance and nominating committee. General Michael Hayden is the Principal at Chertoff Group and was formerly the Director of the CIA. Judy Lewent is the former Executive Vice President and Chief Financial Officer of Merck and currently serves on the board of GlaxoSmithKline and Thermo Fisher Scientific. Sam Scott is the former Chairman, President and CEO of Corn Products International, currently serves on the boards of Abbott Laboratories and Bank of New York Mellon. He chairs our board's compensation and leadership committee. Doctor John White is a distinguished professor of industrial engineering and was formerly the Chancellor of the University of Arkansas and currently serves on the board of J.B. Hunt Transportation Services, and Dr. White chairs our board's audit and legal committee.

Now for the formal business of the meeting, I'd like to introduce Motorola Solutions General Counsel and Board Secretary, Lewis Steverson, who will serve as today's presiding stockholder meeting chair. Lewis?

Lewis A. Steverson

Thanks, Greg. Good afternoon. At today's meeting, we will first attend to the formal business of the meeting. Next, Greg will come back up and give the company a report. Following his remarks, the floor will be open for our general question-and-comment period. Representatives of KPMG, LLP, the company's external auditors, are also present and available to answer questions during the question-and-comment period. A printed program, which was handed to you when you came in, sets forth today's agenda and the procedures we will follow. If you do not have a copy of the agenda, the ushers have copies available for you.

Now in accordance with the notice of this meeting, I call the 2012 Annual Stockholders Meeting to order, and we will now attend to the formal business matters.

The proposals will be considered in the order presented in the proxy statement and on the agenda, beginning with the election of the directors. As a reminder, the items as set forth in the proxy statement are the only items of business that can be transacted at this meeting.

As we go through the meeting -- sorry, as we go through the agenda, any stockholder who wishes to comment on a specific proposal may do so only at the time provided for comments on that proposal. We ask that you limit your comments to the proposal then before the meeting. After transacting the formal business and the Chairman and CEO's presentation, there will be a general question-and-comment period.

If you wish to comment on a proposal, please approach the microphone at the appropriate time. When recognized, please give your name. As a matter of courtesy to the other stockholders, please limit your comments to 2 minutes. There is also a total time limit of 10 minutes for the presentation and comments regarding each proposal under consideration. These and other meeting procedures appear on the back of the agenda that you received. It's my job to enforce those procedures, providing everyone with a fair opportunity to participate in the meeting at the appropriate time. I thank you in advance for your cooperation.

This meeting is being held pursuant to a notice mailed on or about March 12, 2012, to each stockholder of record at the close of business on March 2, 2012. A list of the stockholders entitled to vote at this meeting has been available for the past 10 days and is available at this meeting for inspection. I am pleased to report that 253,834,845 shares of the 291,717,295 shares outstanding and entitled to vote are represented here, in person or by proxy, at this meeting. This is 87% of the outstanding shares and represents a quorum for the purposes of this meeting.

We are a Delaware corporation, and under Delaware law, I'm required to announce the time of the opening and closing of the polls for each matter to be voted on. So at 5:06 p.m. Eastern Time on April 30, 2012, I now declare the polls open for all matters of business. The polls will remain open until all items of business have been presented and discussed. If there are any stockholders present who have previously voted and now wish to revoke their vote or if there are any stockholders present who have not yet voted and wish to vote, they may do so at this time. Please raise your hand, and we will collect your votes, or we'll give you a ballot. If your broker or the registered holder of your shares provided you with a legal proxy evidencing your right to vote, please be sure to turn that in with your ballot. You may vote until I announce that the polls are closed. We intend to close the polls following the introduction and discussion of all items of business as set forth on the agenda.

The first proposal is the election of the directors for a -- sorry, the first matter to be acted upon is the election of directors for a one-year term. I hereby nominate as directors for the ensuing year, or until their successors are duly elected and qualified, the board's 8 nominees that were listed in the company's proxy statement provided to all stockholders. They are Gregory Q. Brown, William J. Bratton, Kenneth C. Dahlberg, David W. Dorman, Michael V. Hayden, Judy C. Lewent, Samuel Scott III and John A. White. Is there a second?

Unknown Shareholder

I second the motion.

Lewis A. Steverson

Does any stockholder -- thank you. Does any stockholder wish to make a comment directly related to the election of directors? Please remember our time limits.

Well, there being no comments on the topic now before the meeting, we will move on to the next matter.

The next matter to be acted upon is the nonbinding advisory vote to approve the company's executive compensation. The resolution provided in the proxy statement to be acted upon states, "Resolved that the stockholders approve on an advisory basis the compensation of the named executive officers as described in the Compensation Discussion and Analysis, the 2011 Summary Compensation Table and other related tables and disclosures in the proxy statement." Is there a second?

Unknown Shareholder

I second the motion.

Lewis A. Steverson

Thank you. Does any stockholder wish to make a comment directly related to the stockholder advisory vote on executive compensation?

There being no comments on this topic now before the meeting, we'll move on to the next matter.

Proposal number 3. The next matter to be acted upon is the ratification of the appointment of KPMG, LLP, as the company's independent registered public accounting firm for 2012. The audit and legal committee of the board has appointed KPMG, LLP, as the company's independent registered public accounting firm for 2012. This appointment is now formally submitted for stockholder ratification. Is there a second?

Unknown Shareholder

I second the motion.

Lewis A. Steverson

Thank you. Does any stockholder wish to make a comment directly related to the ratification of the appointment of KPMG, LLP, as the independent registered public accounting firm for 2012?

There being no comment on the topic now before the meeting, we will move on to the next matter.

Proposal number 4. This year's proxy statement contains a stockholder proposal which the stockholder has entitled "Encouraged Suppliers to Publish an Annual Sustainability Report." I will now recognize the sponsor of this resolution who may introduce this proposal, make a brief supporting statement and make a motion for adoption of this proposal. The proponent should limit her remarks to 5 minutes. In addition, please remember that a total of 10 minutes will be allowed for all speakers on this topic.

Amna Khan

Mr. Chairman, fellow shareholders, my name is Amna Khan, and I'm here on the behalf of New York City Comptroller's Office, John C. Liu and the Board of Trustees of New York City Pension Funds, I hereby present the Funds' proposal that calls on the Board of Directors to require the company's suppliers to publish an annual sustainability report. As long-term investors, the Funds affirm that the global integration of sustainability into business strategies and cultures is critically needed for the protection and enhancement of their long-term investments and sustainable global economy prosperity. The failure of suppliers to integrate sustainability into their strategic plans and cultures poses a major impediment to the achievement of this important goal. It is because of this urgent need that the Funds' proposal call on the Board of Directors to require the company's suppliers to publish an annual independently verifiable sustainability report among other reports disclosure.

A report would include a supplier's objective, assessment and measurement of performance on workplace safety and human and worker rights using internationally recognized standards, indicators and measurement protocols. In addition, a report would include incidents of noncompliance, actions taken to remedy those incidents and measures taken to contribute to long-term prevention and mitigation. It is important to point out that the Funds' proposal does not dictate or seek to impose any impractical or arbitrary policy, processes, procedure or timeframe for implementation. The proposal reasonably leaves it to the company to determine the scoping and phasing of this important undertaking by pushing its suppliers to better understand, manage, measure, improve and report their sustainability performance. The company would better understand its own sustainability risk and positively influence not just the environment, but labor and human rights.

A number of leading multinational companies are already advancing this very important corporate responsibility. Since 2007, a group of multinational companies, including Daimler Auto Group, Telefónica and Puma, have been working as mentors with suppliers in emerging economies to initiate a reporting process and improve sustainability, management and performance. The suppliers have also received training designed by GRI International and regional experts, as well as information from the GRI sustainability reporting cycle, a handbook for small and not so small organizations.

This movement is catching on in the U.S. This year, the New York City Comptroller's Office negotiated successful agreements with 5 companies, including Apple, Microsoft, Dell, HP and Intel. Apple has become the most recent poster child of how problems in the supply chain can pose reputational risk to companies. An independent auditor of its supplier, Foxconn, has prompted significant workplace changes. This -- the independently verified reporting required would drive suppliers to establish performance goals and benchmark that would help us to integrate sustainability, including workplace safety and human and worker rights, into their business strategies and culture. This approach derives from the old adage, "What gets measured, What gets done." Therefore, we encourage you to vote for this proposal. Thank you.

Lewis A. Steverson

Thank you, Ms. Khan. For the reasons stated in the company's proxy statement, the Board of Directors recommends that you vote against the adoption of the stockholder-submitted proposal. Is there a stockholder who wishes to second this proposal to put it to a vote of the stockholders?

Unknown Shareholder

I second.

Lewis A. Steverson

Thank you. Does any stockholder wish to make any further comments directly related to this proposal?

Unknown Shareholder

[indiscernible]

Lewis A. Steverson

There are a number of reasons. First, we publish our report annually on our Corporate Responsibility page. We have a supplier Code of Conduct, which we've had in place since 2003. Our vendor contracts require compliance with that code. We also require our vendors to complete self assessments. We audit them, and we train them to ensure that they are doing the self assessments and they are complying with the code. We believe that if we were to follow the proposal set forth by Ms. Khan, or by the New York State Comptroller, that it would result in significant expense to our suppliers if they were to have to do their own testing and audits and publish a report. And we believe that we work directly with our suppliers to identify and correct all of their specific issues, as well as to help them meet our own corporate responsibility standards.

Unknown Shareholder

[indiscernible]

Lewis A. Steverson

I don't know the number exactly. We just know that it would be more expensive than what we currently -- what our suppliers currently expend to -- I can't see who asked the question, so I'm having a little hard time to see. But we believe that'll be higher than what they currently expend now.

Are there any other comments or questions? Thank you.

There's one remaining item of business to address, and the polls will close shortly. If you're voting by the ballot and have completed your ballot, you may raise your hand, and your ballot will be collected.

Proposal number 5. This year's proxy statement contains a second stockholder proposal, which the proposing stockholder has entitled "Executives to Retain Significant Stock." I will now recognize the sponsor of this resolution, who may introduce his proposal, make a brief supporting statement and make a motion for adoption of this proposal. The proponent should limit his remarks to 5 minutes. In addition, please remember that a total of 10 minutes will be allowed for all speakers on this topic.

Unknown Shareholder

My name is Bart Nealer [ph]. I'm here on behalf of the proponent, and I hereby propose proposal number 5 as discussed on Page 28. Thank you.

Lewis A. Steverson

Oh, I'm sorry. Thank you. For the reasons stated in the company's proxy statement, the Board of Directors recommends that you vote against the adoption of this stockholder-submitted proposal. Is there a stockholder who wishes to second this proposal to put it to a vote of the stockholders?

Unknown Shareholder

[indiscernible]

Lewis A. Steverson

Thank you. Does any stockholder wish to make any further comments directly related to this proposal?

There being no comments on the topic now before the meeting, we will move on to the next matter.

There are no other matters that may be properly voted on before this meeting, and I ask that you complete your ballots at this time. All ballots will now be collected. If you have not already done so, please raise your hand, and your ballot will be collected.

Do we have everyone's? Just one second. Is that everyone?

Thank you. I now declare the polls closed at 5:19 p.m. Eastern Time on April 30, 2012. I will now read the results of the items acted upon at today's meeting.

In preliminary tallies, the Inspector of Election has reported that approximately 228,642,791 shares were voted on the matter of the election of the directors. Based upon our preliminary count, it appears that a significant majority of the shares voted in person or by proxy at this meeting were voted for the election of each director. Based on the shares voted in favor of the nominees as reported by the inspector, I declare that the 8 persons who have been nominated for election have been duly elected as the directors of the company, each to hold office for the terms specified in the company's bylaws.

On the advisory vote to approve executive compensation. The Inspector of Election has reported that approximately 228,642,791 shares were voted on the matter of the nonbinding advisory vote to approve the company's executive compensation. Approximately 58% of the votes cast were voted for the approval of the company's executive compensation. Based on the shares voted in favor as reported by the inspector, I declare that the nonbinding advisory vote to approve the company's executive compensation has been approved by the stockholders.

With respect to ratification of the appointment of KPMG, the Inspector of Election has reported that approximately 253,834,845 shares were voted on the matter of the ratification of the appointment of KPMG, LLP, as the independent registered public accounting firm for 2012. Approximately 92% of the votes cast were voted for the ratification of the appointment of KPMG, LLP. Based on the shares voted in favor of the ratification as reported by the inspector, I declare that the ratification of the appointment of KPMG as our independent registered public accounting firm for 2012 has been approved by the stockholders.

With respect to the stockholder proposal array, encouraging suppliers to publish an annual sustainably report, the Inspector of Election has reported that approximately 228,642,791 shares were voted on the matter of the stockholder proposal relating to the resolution on encouraging suppliers to publish an annual sustainably report. Approximately 5.6% of the votes cast were voted for the resolution on encouraging suppliers to publish an annual sustainably report. Based on the shares voted in favor of the proposal as reported by the inspector, I declare that the stockholder proposal regarding a resolution on encouraging suppliers to publish an annual sustainably report has not been approved by the stockholders.

With respect to the stockholder proposal array, executives to retain significant stock, the Inspector of Election has reported that approximately 228,642,791 shares were voted on the matter of the stockholder proposal relating to the resolution on executives retaining significant stock. Approximately 24% of the votes cast were voted for the resolution on executives retaining significant stock. Based on the shares voted in favor of the proposal as reported by the inspector, I declare that the stockholder proposal regarding a resolution on executives retaining significant stock has not been approved by the stockholders.

We will be reporting the official results of the stockholder vote with respect to each proposal on our Form 8-K to be filed within 4 days of this meeting.

I now declare the formal portion of the meeting adjourned. It is now my pleasure to turn the meeting over to our Chairman and CEO, Greg Brown, who will report to you on the company's business.

Gregory Q. Brown

Thank you, Lewis. So I just wanted to cover a couple of things just briefly for a few minutes and to show you that, in the 16 months since we spun off Motorola Mobility and went through a pretty transformational breakup of the firm, I'm proud to say that, actually, both companies performed quite well, subsequently, right before January 3. January 4, was our first official day as a company. And as you see, from a shareholder return standpoint, our ability to create shareholder value for you, our shareholders, has been substantial in the form of 39% -- actually through -- that's through the close of business today with the stock price. I think the separation has been fantastic, because it's allowed for a more focused organization. It more finitely affords us the ability to deploy capital where we lead, and I think the effectiveness of the return demonstrates that level of focus and ongoing performance.

A quick reminder. We're a little over $8 billion in revenue today. Last year, we were $8.2 billion.

Remember, we are Motorola Solutions, the remaining entity. So we will be 84 years old in September of this year, and we sell in over 100 countries. We have presence in 65 countries, and we have a lot of customers, probably 100,000-plus. We have a very strong intellectual property portfolio, probably about 9,000 patents granted or pending. And we also have a perpetual royalty-free cross license with our sister company, Motorola Mobility, for defensive purposes for all of the intellectual property and patents that were done prior to the separation in January of last year but over the several decades prior to that. So we have a fantastic current IP portfolio but very effective protection as a reflection of total Motorola under the terms and conditions of how we move forward.

We lead in the major markets that we serve. So we're #1 in public safety. We're #1 in the commercial two-way radio business, or think of it as construction or hospitality or security radios that are nonpublic safety in their deployment. We lead in that worldwide. We lead in industrial enterprise, mobile computing. So don't think smartphone but think the rugged, specifically designed industrial heavy scanning, FedEx, UPS, Walmart, both in retail, transportation, logistics, gray collar, blue collar. We have a wonderful franchise there. And then lastly, barcode scanning. Imaging, barcode scanning as a result of acquiring symbol. Those are the 4 primary businesses that we lead worldwide and where we continue to invest R&D to differentiate ourselves and sustainably compete going forward.

This is our leadership team. Michael Annes -- all of which are here today. Michael Annes, who runs Business Development and Ventures. Shelly Carlin runs Human Resources. Eduardo Conrado is our Chief Marketing Officer. Gene Delaney has all Product and Business Operations, including supply chain and manufacturing and real estate. Ed Fitzpatrick is our Chief Financial Officer. Mark Moon runs worldwide sales and service operations. And then Lewis, whom you have heard from already, is not only the corporate board secretary, but the General Counsel to the firm.

I remind you that when we set course as Motorola Solutions, and Eduardo and Shelly Carlin led this effort, to redefine, given that we share a brand, what is and who is Motorola Solutions. What's the core of what we do? What's our special or secret sauce, if you will? And we really, really spent a lot of time to distill the fact that from a purpose standpoint, we mobilize and connect people to be their best in moments that matter. We help people be their best in moments that matter. And you can see that from the product portfolio of what we do: industrial strength, mission critical, realtime, instantaneous, whether it's a package going around the world to track its immediate location, or it's a first responder with man down or a situational crisis. And that purpose guides us in the strategy, the deployment of capital and, organically, where we invest to grow this firm in a sustainable way.

2011 was a wonderful year. We grew revenue 8%. We expanded gross margins. We lowered our cost structure as a percentage of top line sales, which is another way of saying we've improved on the operating leverage of the firm. And we expanded operating margin from 14% to 16.7%. We're also off to a very strong start in Q1: sales growth of 7%, earnings growth of 9%.

Our government business, and we always get a lot of questions around given the austerity and budget challenges not only in the federal level here in the U.S. but at the state level, how can you continue to grow this business positively at any rate, let alone 11%. And I think it's a reflection of the prioritization of public safety and how critical in the food chain, if you will, what we do really does matter at the state, municipality, federal level and of course, internationally, where we grew very well as well in the government business.

Our Enterprise business was down 2% but 2 things to distinguish. It was down in Europe. So our Enterprise business was down in Europe. It grew in every other region in the world, including North America. The other thing is we still have in the Enterprise segment a business called iDEN. We do the iDEN infrastructure. You may think of it as Nextel in this country, Nextel Sprint push-to-talk primarily. It's actually quite large outside of the U.S. And that, as we know, is a proprietary technology with a long tail, but we anticipated and forecasted a $65 million decline in revenue, $365 million to $295 million for this year, and that was as planned. Almost half of that hit in Q1. So while the Enterprise segment is down, if you normalize for the iDEN business, which was anticipated, and we also expected headwinds in Europe, backlog in Enterprise was up, and we still believe confidently that we're pretty well positioned. We had operating margin expand to 14.8%, healthy earnings in both, and we exited the quarter with $3.8 billion in cash, $2.2 billion in net cash.

At the end of the day, as Chairman and CEO, I have 2 roles: develop people inside of Motorola Solutions and successfully deploy capital for a superior return. This is a reminder of the capital allocation framework that we disclosed back in last year and said from an operating cash flow -- it's a framework -- from an operating cash flow standpoint, 30% approximately would go to a dividend, 25% would be deployed and utilized for capital expenditures, and that would leave approximately 45% for either share repurchase or inorganic acquisitions.

We announced a dividend in July of last year. It has -- it depends on the price of the stock, of course -- but in today's pricing, it's about a 1.7% yield. It's $0.22 a share per dividend, per share. And also, as a percentage of operating cash flow, it's about 30%. The Board of Directors also authorized the $3 billion share repurchase program, actually through the end of this calendar year. We have repurchased $2.5 billion of that to date, approximately, retiring 16% of the outstanding shares of the market cap since inception, the beginning of the program. And it was at a very competitive price, $45.81, I believe, off the top of my head, so a very successful program to date.

But in addition to returning capital, we also returned significantly to the community both in the form of Motorola Solutions Foundation and other things we and the employees do. We're focused around the education front, around STEM, science, technology, engineering and math. A significant portion of the Motorola Foundation grant money is along the lines of education and STEM and particularly, youth education.

We also, as you might expect, actively participate in public safety grants, Fallen Firefighters, the Police Memorial, other things that are critical to support first responders both domestically and internationally. We also lead the way in disaster relief. So whether it's a hurricane, a tornado, a tsunami. Given the disasters and crises that happen around the world, given the fact that our purposes is consistent with helping people be their best, we also lead the way in deployment of resource, in kind equipment and financial grants.

And one of the very, very positive things about, among others, Motorola Solutions is the tradition that's passed forward to our company around giving back and the volunteerism and enthusiasm of our people in giving back. And we do it in individual states and localities, but we also have ongoing programs that allow employees to give back to their cause, to their geography or something that's important to them. It's been quite successful.

So I think we're very well positioned. We have pruned a lot of assets from the firm. And in the markets that we remain in, we're the #1 worldwide leader in virtually every product category or market we're in. We have a fantastic product portfolio. We spend about $1 billion a year in research and development that generates $4 billion in gross margin. Gene leads the way in a very diligent, what we call portfolio management process that reviews the return on the investment, on behalf of our customers and our clients, to allow sustainable differentiation.

I think there's also significant opportunities for growth. So if you think about the segments we're in, either on the Enterprise, for Enterprise mobile computing; in the wireless LAN business, which is almost a $3 billion worldwide opportunity where we're also a player in that; in public safety, in the United States, the recent legislation passed by Congress and signed by President Obama that allocates $7 billion to build a next-generation broadband network, interoperable broadband network, that will be in addition to the public safety footprint that we have in the United States is clearly beneficial. There's additional and allocated spectrum that will allow for that. So regardless of geography and regardless of segment, I think there's ample room for us to continue to be able to grow.

The other thing that's distinctive about what we do, either on the government side or on the Enterprise side, is a high return on investment. So we help people be more productive. We help firms lower their total cost of ownership. We help with the deployment of people in a more efficient and effective way. We locate inventory and assets more in realtime. So we have the benefit, which is why I think we can continue to post the results we can, because when people buy Motorola Solutions, it helps them be more effective and generate revenue or be more distinctive in differentiating and providing service or drive down cost or all of the above. And so we're well positioned organically and inorganically, and I think the long-term view of your business, Motorola Solutions, is strong.

I very much appreciate you coming today, allowing us to give you an update on the company's disposition. And with that, I would invite any questions that may be on your mind at this point in time. Thanks for listening.

Okay. We're privileged to serve you. Thank you for spending time with us today, and I think that concludes our Motorola Solutions shareholder meeting. Thank you all for coming.

Operator

Ladies and gentlemen, that concludes our 2012 Annual Meeting of Stockholders. Thank you for your attendance and your ownership of Motorola Solutions.

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