8-KAcquisitions & DispositionsExhibits & Filings

Motorola Solutions, Inc. 8-K Report, Acquisition Completed (Dec 8, 2004)

Filed December 8, 2004For Securities:MSI

Summary

Motorola, Inc. (MSI) has officially completed the separation of its semiconductor business, Freescale Semiconductor, Inc., through an equity distribution to its shareholders. On December 2, 2004, Motorola distributed approximately 0.110415 shares of Freescale Class B common stock for each share of Motorola common stock held as of November 26, 2004. This distribution, valued at approximately $5.05 billion based on Freescale's closing price, effectively divests Motorola of its remaining interest in Freescale, which had previously undergone an Initial Public Offering (IPO) in July 2004. Following this separation, Freescale Semiconductor will no longer be consolidated into Motorola's financial statements. Its financial results will be reported as discontinued operations for all periods presented. Investors should note that Motorola's fourth-quarter 2004 results will include two months of Freescale's performance prior to the distribution, presented as a single line item. Pro forma financial statements are also provided to illustrate the financial impact of this separation as if it had occurred earlier.

Key Highlights

  • 1Motorola completed the separation of its semiconductor business, Freescale Semiconductor, Inc., on December 2, 2004.
  • 2The separation was executed via an equity distribution of Freescale Class B common stock to Motorola shareholders.
  • 3Shareholders received approximately 0.110415 shares of Freescale for each Motorola share owned.
  • 4The distributed shares had an approximate market value of $5.05 billion as of December 2, 2004.
  • 5Freescale's financial results will be reported as discontinued operations for all periods going forward.
  • 6Motorola's Q4 2004 financial results will include two months of Freescale's performance as 'Discontinued Operations'.
  • 7Unaudited pro forma financial statements are available to show the financial impact of the separation.

Frequently Asked Questions

The main event is the completion of the separation of Motorola's semiconductor business, Freescale Semiconductor, Inc., from Motorola through an equity distribution of Freescale shares to Motorola shareholders.

Motorola shareholders received shares of Freescale Semiconductor Class B common stock. Specifically, for every share of Motorola common stock owned on the record date of November 26, 2004, shareholders received approximately 0.110415 shares of Freescale.

Freescale Semiconductor's financial results will no longer be part of Motorola's ongoing operations. They will be reported as 'Discontinued Operations' in Motorola's financial statements for all periods presented.

The unaudited pro forma financial statements are presented to show the financial impact of the Freescale separation as if it had occurred at an earlier date (January 1, 2003, for the statement of operations and October 2, 2004, for the balance sheet). These are for illustrative purposes and help investors understand the standalone financial profile of Motorola post-separation.