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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
The information in this prospectus supplement and accompanying prospectus is not complete and may be
changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and accompanying
prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-181223
Subject to Completion
Preliminary Prospectus Supplement dated February 25, 2013
PROSPECTUS SUPPLEMENT
(To prospectus dated May 8, 2012)
$
Motorola Solutions, Inc.
% Senior Notes due 2023
We are offering $ aggregate principal amount of
our % Senior Notes due 2023 (the "notes").
The
notes will bear interest at the rate of % per year. We will pay interest on the notes semi-annually in arrears
on and of
each year. We will make the first interest payment on the notes on , 2013. The notes will mature
on , 2023. The notes will be our unsecured obligations and will rank
equally with all of our other unsecured and unsubordinated indebtedness from time to time outstanding. We will issue the notes in minimum denominations of $2,000 and integral multiples of $1,000.
We
may redeem all or a portion of the notes at any time at the redemption prices described in this prospectus supplement. Upon the occurrence of a "change of control repurchase event,"
we will be required to make an offer to repurchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to, but not including, the date of repurchase.
The
notes are not and will not be listed on any securities exchange.
Investing in these securities involves certain risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement
and page 3 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes
or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
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Initial public
offering price
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Underwriting
discount
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Proceeds, before
expenses, to us
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Per note
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%
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%
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%
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Total
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$
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$
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$
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The
initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from , 2013 and must be paid by
the
purchaser if the notes are delivered after , 2013.
The
underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company and its participants, Clearstream Banking and the
Euroclear System, on or about , 2013.
Joint Book-Running Managers
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Citigroup
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HSBC
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Morgan Stanley
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, 2013
TABLE OF CONTENTS
Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representation other than those contained in or
incorporated by reference into this
prospectus supplement, the accompanying prospectus or in any free writing prospectus that we may file with the Securities and Exchange Commission (the "SEC") in connection with this offering. We do
not, and the underwriters do not, take any responsibility for, and can provide no assurances as to, the reliability of any information that others may provide you. If information in this prospectus
supplement is inconsistent with the accompanying prospectus, you should rely on the prospectus supplement. We are not, and the underwriters are not, making an offer of these securities in any state
where the offer or sale is not permitted. You should not assume that the information provided in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference in
this prospectus supplement and in the accompanying prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may
have changed since those dates.
References to "we," "us," "our," "Motorola Solutions" and the "Company" are to Motorola Solutions, Inc. and its consolidated subsidiaries unless otherwise
specified or the context otherwise requires.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is part of a registration statement that we filed with the SEC using a shelf registration process. Under
this shelf process, the document we use to offer debt securities from time to time is divided into two parts. The first part is this prospectus supplement, which describes the terms of the offering of
debt securities and also adds to, updates and changes information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement, any related free
writing prospectus and the accompanying prospectus. The second part is the accompanying prospectus, which provides you with a general description of the securities we may offer. You should read this
prospectus supplement and the accompanying prospectus together with additional information described under the heading "Where You Can Find More Information" in the accompanying prospectus.
The
information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus is accurate only as of the
respective dates thereof, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus or any related free writing prospectus, or of any sale of our debt securities.
If
the description of this offering that is contained in this prospectus supplement or any related free writing prospectus differs from the description contained in the accompanying
prospectus, you should rely on the information in this prospectus supplement or such free writing prospectus.
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Table of Contents
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Except for historical matters, the matters discussed in this prospectus and in documents incorporated by reference are forward-looking
statements within the meaning of applicable federal securities law. These statements generally include words such as "believes," "expects," "intends," "anticipates," "estimates" and similar
expressions. We can give no assurance that any future results or events discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should
not be relied upon as representing our views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause
our actual results to differ materially from the statements contained in this prospectus. Forward-looking statements in this prospectus, including those incorporated by reference herein, may include,
but are not limited to, statements about: (1) industry growth and demand, including opportunities resulting from such growth, (2) customer spending, (3) the impact of each
segment's strategy, (4) the impact from the loss of key customers, (5) competitive position, (6) increased competition, (7) the impact of regulatory matters, (8) the
impact from the allocation and regulation of spectrum, (9) the availability of materials and components, energy supplies and labor, (10) the seasonality of the business, (11) the
firmness of each segment's backlog, (12) the competitiveness of our patent portfolio, (13) the impact of research and development, (14) the consequences of a disruption in
manufacturing, (15) the ultimate disposition of pending legal matters and timing, (16) market growth/contraction, demand, spending and resulting opportunities, (17) the financial
results of Psion PLC and the impact to earnings in 2013 and 2014, (18) the decline in the integrated digital enhanced network infrastructure portfolio, (19) the return of capital to
shareholders through dividends and/or repurchasing shares, (20) the success of our business strategy and portfolio (21) future payments, charges, use of accruals and expected
cost-saving and profitability benefits associated with our reorganization of business programs and employee separation costs, (22) our ability and cost to repatriate funds,
(23) the impact of the timing and level of sales and the geographic location of such sales, (24) the impact of maintaining inventory, (25) future cash contributions to pension
plans or retiree health benefit plans, (26) our ability to collect on Motorola Solutions' fund used to invest most of its U.S. dollar-denominated cash (the "Sigma Fund") and other investments,
(27) our ability and cost to access the capital markets, (28) our ability to borrow and the amount available under our credit facilities, (29) our ability to retire outstanding
debt, (30) our ability and cost to obtain performance related bonds, (31) adequacy of resources to fund expected working capital and capital expenditure measurements,
(32) expected payments pursuant to commitments under long-term agreements, (33) the ability to meet minimum purchase obligations, (34) our
ability to sell accounts receivable and the terms and amounts of such sales, (35) the outcome and effect of ongoing and future legal proceedings, (36) the impact of recent accounting
pronouncements on our financial statements, (37) the expected effective tax rate and deductibility of certain items, (38) the impact of foreign currency exchange risks,
(39) future hedging activity and expectations of Motorola Solutions, (40) the ability of counterparties to financial instruments to perform their obligations, and (41) other
factors described in our news releases and filings with the SEC including but not limited to the factors under the heading "Risk Factors" in our Form 10-K for the year ended
December 31, 2012, which is incorporated by reference herein.
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Table of Contents
SUMMARY
The following summary contains basic information about us and about this offering. It does not contain all of
the information that is important to an investment in our securities. Before you make an investment decision you should review this prospectus supplement, the accompanying prospectus, any free writing
prospectus and the documents incorporated in the prospectus supplement and the accompanying prospectus in their entirety, including the risk factors, our financial statements and the related
footnotes.
Our Company
Motorola Solutions is a leading provider of mission-critical communication solutions and services for enterprise and government
customers. We report financial results for the following two segments:
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Government:
Our Government segment includes sales of public
safety communications systems, commercial two-way radio systems, devices and software. Service revenues included in the Government segment are primarily those associated with the design,
installation, maintenance and optimization of equipment for public safety networks.
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Enterprise:
Our Enterprise segment includes sales of rugged
and enterprise-grade mobile computers and tablets, laser/imaging/RFID-based data capture products, wireless local area network and integrated digital enhanced network infrastructure and
software. Service revenues included in the Enterprise segment are primarily maintenance contracts associated with the above products.
Motorola
Solutions is a corporation organized under the laws of the State of Delaware as the successor to an Illinois corporation organized in 1928. The Company's principal executive
offices are located at 1303 East Algonquin Road, Schaumburg, Illinois 60196 (telephone number (847) 576-5000).
S-1
Table of Contents
Summary Consolidated Financial Data
The following table presents summary consolidated financial data as of and for the periods indicated. The statements of income for the
years ended December 31, 2012, 2011 and 2010 and the balance sheet data as of December 31, 2012 and 2011 have been derived from the audited consolidated financial statements included in
our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC, which is incorporated herein by reference. You should read the following table in
conjunction with our audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2012.
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Years Ended December 31,
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2012
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2011
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2010
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(in millions of dollars)
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Operating Results:
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Net sales
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$
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8,698
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$
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8,203
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$
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7,617
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Cost of sales
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4,350
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4,057
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3,805
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Gross margin
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4,348
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4,146
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3,812
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Selling, general and administrative expenses
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1,963
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1,912
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1,874
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Research and development expenditures
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1,075
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1,035
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1,037
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Other charges
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54
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341
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150
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Operating earnings
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1,256
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858
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751
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Other income (expense):
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Interest expense, net
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(66
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(74
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(129
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Gains on sales of investments and businesses, net
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39
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23
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49
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Other
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(14
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(69
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(7
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Total other expense
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(41
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(120
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(87
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Earnings from continuing operations before income taxes
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1,215
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738
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664
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Income tax expense (benefit)
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337
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(3
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403
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Earnings from continuing operations
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878
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741
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261
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Earnings (loss) from discontinued operations, net of tax
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3
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411
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389
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Net earnings
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$
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881
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$
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1,152
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$
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650
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Earnings (loss) attributable to noncontrolling interests
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(6
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(17
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Net earnings attributable to Motorola Solutions, Inc.
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881
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1,158
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633
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Earnings per common share
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Basic:
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Continuing Operations
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$
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3.01
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$
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2.24
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$
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0.73
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Discontinued Operations
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1.23
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1.17
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$
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3.01
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$
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3.47
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$
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1.90
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Diluted:
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Continuing Operations
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$
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2.95
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$
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2.20
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$
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0.72
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Discontinued Operations
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0.01
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1.21
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1.15
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$
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2.96
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$
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3.41
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$
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1.87
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Balance Sheet:
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Total assets
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$
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12,679
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$
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13,929
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$
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25,577
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Long-term debt
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1,859
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1,130
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2,098
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Total debt
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1,863
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1,535
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2,703
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Total stockholders' equity
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3,290
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5,274
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10,987
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S-2
Table of Contents
Ratios of Earnings to Fixed Charges
The following are the unaudited consolidated ratios of earnings to fixed charges for each of the years in the three-year
period ended December 31, 2012:
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Years Ended
December 31,
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2012
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2011
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2010
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10.4
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5.4
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3.5
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For
purposes of computing the ratios of earnings to fixed charges, we have divided earnings before income tax expense plus fixed charges by fixed charges. Fixed charges consist of
interest costs and estimated interest included in rentals (one-third of net rental expense).
S-3
Table of Contents
The Offering
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Issuer
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Motorola Solutions, Inc.
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Securities Offered
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$ aggregate principal amount of % senior notes due
2023.
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Maturity
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The notes will mature on , 2023.
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Interest Rate
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The notes will bear interest at the rate of % per year from the original issuance date.
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Interest Payment Dates
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We will pay interest on the notes semiannually in arrears each and . We will make the first
interest payment on , 2013.
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Use of Proceeds
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We estimate that the net proceeds of this offering will be approximately $ million (after deducting underwriting discounts and commissions and estimated
offering expenses payable by us). We will use the net proceeds from the sale of the notes for general corporate purposes, which may include working capital expenditures, fixed asset expenditures, pension contributions, acquisitions, repurchases of
common stock or other capital transactions.
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Ranking of Notes
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The notes are our direct, unsecured and unsubordinated obligations and rank equal in priority with all of our existing and future unsecured and unsubordinated indebtedness and senior in right of payment to any future
subordinated indebtedness.
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Optional Redemption
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We may redeem the notes, in whole at any time or in part, from time to time at redemption prices determined as set forth under the heading "Description of the NotesOptional Redemption."
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Change of Control Repurchase Event
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Upon the occurrence of a "change of control repurchase event," as defined under "Description of the NotesPurchase of Notes upon a Change of Control Repurchase Event," we will be required to make an offer to
purchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase.
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Certain Covenants
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The indenture governing the notes contains covenants limiting our ability and our domestic subsidiaries' ability to:
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create certain
liens;
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enter into sale and
leaseback transactions involving any principal property; and
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consolidate or merge with,
or convey, transfer or lease all or substantially all our assets to, another person.
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S-4
Table of Contents
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Each of these covenants is subject to a number of significant exceptions. You should read "Description of Debt SecuritiesRestrictive Covenants" in the accompanying prospectus for a description of these
covenants.
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Form and Denominations
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We will issue the notes in fully registered form only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Each of the notes will be represented by one or more global securities registered in
the name of a nominee of The Depository Trust Company, or DTC.
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You will hold beneficial interests in the notes through DTC, and DTC and its direct and indirect participants will record your beneficial interests in their books. We will not issue certificated notes, except in the
limited circumstances described under "Debt SecuritiesGlobal Securities" in the accompanying prospectus.
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Further Issuances
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We may create and issue additional notes ranking equally with the notes initially offered in this offering and otherwise similar in all respects (other than the issue date and, if applicable, the payment of interest
accruing prior to the issue date of such further notes or the first payment of interest following the issue date of such further notes). These additional notes, if issued, would be consolidated and form a single series with the notes. See
"Description of the NotesFurther Issuances" in this prospectus supplement.
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Absence of Public Market for the Notes
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The notes are a new issue of securities and there is currently no established trading market for the notes. We do not intend to apply for a listing of the notes on any securities exchange or an automated dealer
quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the notes. The underwriters have advised us that they currently intend to make a market in the notes. However, they are not obligated to do
so, and any market making with respect to the notes may be discontinued at any time without notice.
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Governing Law
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New York.
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Risk Factors
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For a discussion of the factors that you should carefully consider before deciding to purchase the notes, see "Risk Factors" beginning on page S-6 of this prospectus supplement, page 3 of the accompanying
prospectus and under the heading "Risk Factors" in the Form 10-K referenced herein.
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S-5
Table of Contents
RISK FACTORS
Investing in the notes involves risk. We are subject to various regulatory, operating and other risks as a
result of the nature of our operations and the marketplace in which we operate. Many of these risks are beyond our control and several pose significant challenges to our business, operations,
revenues, net income and cash flows. These risks are described in Part I, Item 1A, Risk Factors, of our annual report on Form 10-K for the year ended
December 31, 2012. The risks described therein are not the only ones we face. Additional risks of which we are not presently aware or that we currently believe are immaterial may also harm our
business. In deciding whether to invest in the notes, you should carefully consider these risks and the risks described below in addition to the other information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. Our business, results of operations and financial condition may be materially adversely affected due to any of these risks or
events arising therefrom.
Risks Related to the Notes
Because the notes are not secured and are effectively subordinated to the rights of secured creditors, the notes will be subject to the prior claims of any secured
creditors, and if a default occurs, we may not have sufficient funds to fulfill our obligations under the notes.
The notes are unsecured obligations, ranking equally with other senior unsecured indebtedness. Although we currently only have
immaterial amounts of secured indebtedness at the foreign subsidiary level, the indenture governing the notes permits us to incur secured debt under specified circumstances. If we incur secured debt,
our assets will be subject to prior claims by our secured creditors. In the event of bankruptcy, insolvency, liquidation, reorganization, dissolution or other winding up of Motorola Solutions, assets
that secure debt will be available to pay obligations on the notes only after all debt secured by those assets has been repaid in full. Holders of the notes will participate in any remaining assets
ratably with all of their respective unsecured and unsubordinated creditors, including trade creditors. If Motorola Solutions incurs any additional obligations that rank equally with the notes,
including trade payables, the holders of those obligations will be entitled to share ratably with the holders of the notes in any proceeds distributed upon our bankruptcy, insolvency, liquidation,
reorganization, dissolution or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all these creditors, all
or a portion of the notes then outstanding would remain unpaid.
We may depend on the receipt of dividends or other intercompany transfers from our subsidiaries to meet our obligations under the notes. Claims of creditors of our
subsidiaries will have priority over your claims with respect to the assets and earnings of our subsidiaries.
The notes are our obligations exclusively and not of any of our subsidiaries. We conduct a significant portion of our operations
through our subsidiaries. We may therefore be dependent upon dividends or other intercompany transfers of funds from our subsidiaries in order to meet our obligations under the notes and to meet our
other obligations. However, our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available therefor, whether by dividends,
loans or other payments. Generally, creditors of our subsidiaries will have claims to the assets and earnings of our subsidiaries that are superior to the claims of our creditors, except to the extent
the claims of our creditors are guaranteed by our subsidiaries. As of December 31, 2012, our subsidiaries accounted for approximately $6.5 billion, or 51%, of our total consolidated
assets, excluding intercompany balances, and had approximately $2.1 billion of outstanding liabilities, including trade payables but excluding intercompany liabilities.
In
the event of the bankruptcy, insolvency, liquidation, reorganization, dissolution or other winding up of Motorola Solutions, the holders of the notes will not receive any amounts with
respect to the notes until after the payment in full of the claims of creditors of our subsidiaries.
S-6
Table of Contents
We are permitted to incur more debt, which may intensify the risks associated with our current leverage, including the risk that we will be unable to service our debt.
The indenture governing the notes does not limit the amount of additional debt that we may incur. If we incur additional debt, the
risks associated with our leverage, including the risk that we will be unable to service our debt, will increase.
The provisions in the indenture that govern the notes relating to change of control transactions will not necessarily protect you in the event of a highly leveraged
transaction.
The provisions contained in the indenture will not necessarily afford you protection in the event of a highly leveraged transaction
that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving us. These transactions may not involve a change in voting power or beneficial
ownership or, even if they do, may not involve a change of the magnitude required under the definition of change of control repurchase event to trigger these provisions, notably, that the transactions
are accompanied or followed within 90 days by a downgrade in the rating of the notes offered under this prospectus supplement. Except as described under "Description of the
NotesPurchase of Notes upon a Change of Control Repurchase Event," the indenture does not contain provisions that permit the holders of the notes to require us to repurchase the notes in
the event of a takeover, recapitalization or similar transaction.
We may not be able to repurchase all of the notes upon a change of control repurchase event.
As described under "Description of the NotesPurchase of Notes upon a Change of Control Repurchase Event," we will be
required to offer to repurchase the notes upon the occurrence of a change of control repurchase event. We may not have sufficient funds to repurchase the notes in cash at such time or have the ability
to arrange necessary financing on
acceptable terms. In addition, our ability to repurchase the notes for cash may be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time.
Negative covenants in the indenture will have a limited effect.
The indenture governing the notes contains negative covenants that apply to us and our domestic subsidiaries. These covenants are,
however, subject to a number of significant exceptions that will permit us, in various circumstances, to create liens on our assets and to enter into sale and leaseback transactions. See "Description
of Debt SecuritiesRestrictive Covenants" in the accompanying prospectus. Holders of the notes may become structurally or contractually subordinated to new lenders who enter into
transactions with us or our domestic subsidiaries in reliance on these exceptions.
There is no prior market for the notes. If one develops, it may not be liquid.
We do not intend to list the notes on any national securities exchange or to seek their quotation on any automated dealer quotation
system. We cannot assure you that any liquid market for the notes will ever develop or be maintained. Further, there can be no assurance as to the liquidity of any market that may develop for the
notes, your ability to sell your notes or the price at which you will be able to sell your notes. Future trading prices of the notes will depend on many factors, including prevailing interest rates,
our financial condition and results of operations, the then-current ratings assigned to the notes and the market for similar securities. Any trading market that develops would be affected
by many factors independent of and in addition to the foregoing, including:
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time remaining to the maturity of the notes;
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outstanding amount of the notes;
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the terms related to optional redemption of the notes; and
S-7
Table of Contents
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level, direction and volatility of market interest rates generally.
The
underwriters have advised us that they currently intend to make a market in the notes following the offering. However, the underwriters have no obligation to make a market in the
notes and they may stop at any time without notice.
Ratings of the notes may change after issuance and affect the market price and marketability of the notes.
We currently expect that, prior to issuance, the notes will be rated by Moody's Investors Service Inc., Standard & Poor's
and Fitch Ratings Inc. Such ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but rather reflect only the view of each rating agency at
the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. Such credit ratings may not be issued or remain in effect for any given period
of time or such ratings may be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so warrant. It is also possible that such ratings
may be lowered in connection with future events, such as future acquisitions. Any lowering, suspension or withdrawal of such ratings, or the announcement that such ratings are under review for a
possible downgrade may have an adverse effect on the market price or marketability of the notes.
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USE OF PROCEEDS
We estimate that the net proceeds of this offering will be approximately $ million (after deducting underwriting
discounts and commissions and estimated offering expenses payable by us). We will use the net proceeds from the sale of the notes for general corporate purposes, which may include working capital
expenditures, fixed asset expenditures, pension contributions, acquisitions, repurchases of common stock or other capital transactions.
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CAPITALIZATION
The following table sets forth our consolidated short-term debt and capitalization as of December 31,
2012:
-
-
on an actual basis, and
-
-
on an as adjusted basis to give effect to the sale of the notes.
From
time to time, we may issue additional debt or equity securities. This table should be read in conjunction with "Summary Consolidated Financial Data" appearing elsewhere in this
prospectus supplement and our consolidated financial statements, including the notes thereto, which are incorporated herein by reference.
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
Actual
|
|
As
Adjusted
|
|
|
|
(in millions of dollars)
|
|
Short-Term Debt
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
4
|
|
$
|
4
|
|
|
|
|
|
|
|
Total short-term debt
|
|
$
|
4
|
|
$
|
4
|
|
|
|
|
|
|
|
Long-Term Debt
|
|
|
|
|
|
|
|
Senior notes and debentures, inclusive of fair value adjustments
|
|
$
|
1,818
|
|
$
|
1,818
|
|
Other senior debt
|
|
|
45
|
|
|
45
|
|
Notes offered hereby
|
|
|
|
|
|
|
|
Less current portion of long-term debt
|
|
|
4
|
|
|
4
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
1,859
|
|
$
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
Preferred stock (none issued)
|
|
|
|
|
|
|
|
Common stock
|
|
|
3
|
|
|
3
|
|
Additional paid-in capital
|
|
|
4,937
|
|
|
4,937
|
|
Retained earnings
|
|
|
1,625
|
|
|
1,625
|
|
Accumulated other comprehensive loss
|
|
|
(3,300
|
)
|
|
(3,300
|
)
|
Noncontrolling interests
|
|
|
25
|
|
|
25
|
|
|
|
|
|
|
|
Total stockholders' equity
|
|
|
3,290
|
|
|
3,290
|
|
|
|
|
|
|
|
Total capitalization, including current portion of long-term debt
|
|
$
|
5,153
|
|
$
|
|
|
|
|
|
|
|
|
S-10
Table of Contents
DESCRIPTION OF THE NOTES
Selected provisions of the notes are summarized below. This summary supplements and, to the extent inconsistent with, replaces the
description of the debt securities under the caption "Description of Debt Securities" in the accompanying prospectus. You should read the following information in conjunction with the statements under
"Description of Debt Securities" in the accompanying prospectus. References in this section to "Motorola Solutions," "us," "our" and "we" are, unless the context otherwise requires, only to Motorola
Solutions, Inc. and not to any of its subsidiaries.
The
notes will be issued under an indenture (the "indenture") between Motorola Solutions and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of
New York Trust Company, N.A. (as successor trustee to JPMorgan Chase Bank (as successor in interest to Bank One Trust Company))), as trustee (the "trustee"). The following summary of provisions
of the indenture and the notes does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture, including definitions therein
of certain terms and provisions made a part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). This summary may not contain all the information
that you may find useful. You should read the indenture, a copy of which is available from Motorola Solutions upon request. The
indenture is an exhibit to the registration statement of which the prospectus attached to this prospectus supplement is a part.
General
The notes will have the following basic terms:
-
-
the notes will be senior unsecured obligations of Motorola Solutions and will rank equally with all other existing and
future unsecured and unsubordinated debt obligations of Motorola Solutions;
-
-
the notes are obligations exclusively of Motorola Solutions and are not guaranteed by any of its subsidiaries;
-
-
the notes initially will be limited to $ aggregate
principal amount (subject to the rights of Motorola
Solutions to issue additional notes as described under "Further Issuances" below);
-
-
the notes will accrue interest at a rate of % per year;
-
-
interest will accrue on the notes from the most recent interest payment date to or for which interest has been paid or
duly provided for (or if no interest has been paid or duly provided for, from the issue date of the notes), payable semiannually in arrears
on and
of each year,
beginning on , 2013;
-
-
the notes will mature on , 2023,
unless redeemed or repurchased prior to that date;
-
-
Motorola Solutions may redeem the notes, in whole or in part, at any time at its option as described under
"Optional Redemption" below;
-
-
Motorola Solutions may be required to repurchase the notes in whole or in part at the option of the holders in connection
with the occurrence of a "change of control repurchase event" as described under "Purchase of Notes upon a Change of Control Repurchase Event" below;
-
-
the notes will be issued in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof;
S-11
Table of Contents
-
-
the notes will be represented by one or more global notes registered in the name of a nominee of DTC, but in certain
circumstances may be represented by notes in certificated form (see "Book-entry, Delivery and Form; Global Notes" below); and
-
-
the notes will be exchangeable and transferable at the office or agency of Motorola Solutions maintained for such purposes
(which initially will be the corporate trust office of the trustee).
Interest
on each note will be paid to the person in whose name that note is registered at the close of business
on or , as
the case may be, immediately
preceding the relevant interest payment date. Interest on the notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
If
any interest or other payment date of a note falls on a day that is not a business day, the required payment of principal, premium, if any, or interest will be made on the next
succeeding business day as if made on the date that the payment was due, and no interest will accrue on that payment for the period from and after that interest or other payment date, as the case may
be, to the date of that payment on the next succeeding business day. The term "business day" means, with respect to any note, any day other than a Saturday, a Sunday or a day on which banking
institutions or trust companies in New York City are authorized or required by law, regulation or executive order to close.
The
notes will not be subject to any sinking fund.
Motorola
Solutions may, subject to compliance with applicable law, at any time purchase notes in the open market or otherwise.
Ranking
The notes will be senior unsecured obligations of Motorola Solutions and will rank equally in right of payment with all existing and
future unsecured and unsubordinated obligations of Motorola Solutions. As of December 31, 2012, Motorola Solutions had approximately $1.8 billion of senior unsecured indebtedness
outstanding.
The
notes will effectively rank junior in right of payment to all existing and future secured indebtedness of Motorola Solutions to the extent of the assets securing such indebtedness,
and to all existing and future liabilities of its subsidiaries, including indebtedness and trade payables. As of December 31, 2012, Motorola Solutions had approximately $41 million of
secured indebtedness outstanding arising from a consolidated joint venture investment. Motorola Solutions derives a significant portion of its operating income and cash flow from its subsidiaries.
Therefore, Motorola Solutions' ability to make payments when due to the holders of the notes is, in large part, dependent upon the receipt of sufficient funds from its subsidiaries.
Claims
of creditors of Motorola Solutions' subsidiaries generally will have priority with respect to the assets and earnings of such subsidiaries over the claims of Motorola Solutions'
creditors, including holders of the notes. Accordingly, the notes will be effectively subordinated to creditors, including trade creditors and preferred stockholders, if any, of Motorola Solutions'
subsidiaries. As of December 31, 2012, Motorola Solutions' subsidiaries had approximately $2.1 billion of outstanding liabilities, including trade payables but excluding intercompany
liabilities.
Optional Redemption
Motorola Solutions may redeem the notes at its option, either in whole at any time or in part from time to time. If Motorola Solutions
elects to redeem the notes, it will pay a redemption price equal to
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the
greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the redemption date:
-
-
100% of the aggregate principal amount of the notes to be redeemed on the redemption date; or
-
-
as determined by the Independent Investment Banker, the sum of the present values of the Remaining Scheduled Payments (not
including any portion of payments of interest accrued as of the redemption date).
In
determining the present values of the Remaining Scheduled Payments, Motorola Solutions will discount such payments to the redemption date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the applicable Treasury Rate, plus basis points.
The
following terms are relevant to the determination of the redemption prices:
"Comparable Treasury Issue"
means the United States Treasury security selected by the Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term of the notes called for redemption.
"Comparable Treasury Price"
means, with respect to any redemption date, (1) the arithmetic average of the Reference Treasury Dealer
Quotations for such redemption date after excluding the highest and lowest Reference Treasury Dealer Quotations, (2) if Motorola Solutions obtains fewer than four Reference Treasury Dealer
Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such redemption date, or (3) if only one Reference Treasury Dealer Quotation is obtained, such Quotation.
"Independent Investment Banker"
means one of the Reference Treasury Dealers, or their respective successors, as may be appointed from time
to time by Motorola Solutions;
provided
,
however
, that if the foregoing ceases to be a primary U.S.
Government securities dealer in New York City (a "primary treasury dealer"), Motorola Solutions will substitute another nationally recognized investment banking firm that is a primary treasury
dealer.
"Reference Treasury Dealer"
means Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC, and each of
their respective successors, and any other primary treasury dealer selected by Motorola Solutions. If any of the foregoing ceases to be a primary treasury dealer, Motorola Solutions will substitute
another nationally recognized investment banking firm that is a primary treasury dealer.
"Reference Treasury Dealer Quotations"
means, with respect to each Reference Treasury Dealer and any redemption date, the arithmetic
average, as determined by Motorola Solutions, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to
Motorola Solutions by such Reference Treasury Dealer as of 5:00 p.m., New York City time, on the third business day preceding such redemption date.
"Remaining Scheduled Payments"
means, with respect to any note to be redeemed, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related redemption date but for such redemption;
provided
,
however
, that, if such redemption date is not
an interest payment date with respect to such note, the amount of the next scheduled interest payment
thereon will be reduced by the amount of interest accrued thereon to such redemption date.
"Treasury Rate"
means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity
(computed as of the third business day immediately preceding
S-13
Table of Contents
that
redemption date) of the Comparable Treasury Issue. In determining this rate, Motorola Solutions will assume a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.
A
partial redemption of the notes may be effected pro rata or by lot or by such method as the trustee may deem fair and appropriate and may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for the notes or any integral multiple thereof) of the principal amount of notes of a denomination larger than the minimum authorized
denomination for the notes.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. Once notice of
redemption is mailed, the notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption
date.
Unless
Motorola Solutions defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes, or portions thereof, called for
redemption. On or before the redemption date, Motorola Solutions will deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the notes to
be redeemed on that date.
Purchase of Notes upon a Change of Control Repurchase Event
If a change of control repurchase event occurs, unless Motorola Solutions has exercised its right to redeem the notes as described
above, Motorola Solutions will be required to make an offer to each holder of the notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that holder's notes
at a repurchase price in cash equal to 101% of the aggregate principal amount of the notes repurchased plus any accrued and unpaid interest on the notes repurchased to, but not including, the date of
repurchase. Within 30 days following any change of control repurchase event or, at the option of Motorola Solutions, prior to any change of control, but after the public announcement of the
change of control, Motorola Solutions will mail a notice to each holder, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the change of control
repurchase event and offering to repurchase the notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such
notice is mailed. The notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on a change of control repurchase event
occurring on or prior to the payment date specified in the notice.
Motorola
Solutions will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and
regulations are applicable in connection with the repurchase of the notes as a result of a change of control repurchase event. To the extent that the provisions of any securities laws or regulations
conflict with the change of control repurchase event provisions of the notes, Motorola Solutions will comply with the applicable securities laws and regulations and will not be deemed to have breached
its obligations under the change of control repurchase event provisions of the notes by virtue of compliance with such securities laws or regulations.
On
the repurchase date following a change of control repurchase event, Motorola Solutions will, to the extent lawful:
(1) accept
for payment all the notes or portions of the notes properly tendered pursuant to its offer;
(2) deposit
with the paying agent an amount equal to the aggregate purchase price in respect of all the notes or portions of the notes properly tendered; and
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Table of Contents
(3) deliver
or cause to be delivered to the trustee the notes properly accepted, together with an officers' certificate stating the aggregate principal amount of notes being
purchased by Motorola Solutions.
The
paying agent will promptly mail or otherwise deliver to each holder of notes properly tendered the purchase price for the notes, and the trustee will promptly authenticate and mail
(or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of any notes surrendered.
Motorola
Solutions will not be required to make an offer to repurchase the notes upon a change of control repurchase event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by Motorola Solutions and such third party purchases all notes properly tendered and not withdrawn under its offer.
The
change of control repurchase event feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Motorola Solutions and, thus, the removal
of incumbent
management. The change of control repurchase event feature is a result of negotiations between Motorola Solutions and the underwriters. Motorola Solutions has no present intention to engage in a
transaction involving a change of control, although it is possible that Motorola Solutions could decide to do so in the future. Subject to the limitations discussed below, Motorola Solutions could, in
the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a change of control under the indenture, but that could increase
the amount of indebtedness outstanding at such time or otherwise affect the capital structure of Motorola Solutions or credit ratings of the notes. Restrictions on the ability of Motorola Solutions to
incur liens and enter into sale and leaseback transactions are contained in the covenants as described in the accompanying prospectus. Except for the limitations contained in such covenants and the
covenant relating to repurchases upon the occurrence of a change of control repurchase event, however, the indenture will not contain any covenants or provisions that may afford holders of the notes
protection in the event of a decline in the credit quality of Motorola Solutions or a highly leveraged or similar transaction involving Motorola Solutions.
Motorola
Solutions may not have sufficient funds to repurchase all the notes upon a change of control repurchase event. In addition, even if it has sufficient funds, Motorola Solutions
may be prohibited from repurchasing the notes under the terms of its future debt instruments. See "Risk FactorsRisks Related to the NotesWe may not be able to repurchase all
of the notes upon a change of control repurchase event."
For
purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
"change of control"
means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Motorola Solutions and its
subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than Motorola Solutions or one of its subsidiaries;
(2) the adoption of a plan relating to Motorola Solutions' liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" (as defined above) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act),
directly or indirectly, of more than 50% of the combined voting power of Motorola Solutions' stock or other voting stock into which Motorola Solutions' voting stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; or (4) the first day on which a majority of the members of the board of directors of Motorola Solutions are not
continuing directors.
S-15
Table of Contents
"change of control repurchase event"
means the occurrence of both a change of control and a ratings event.
"continuing directors"
means, as of any date of determination, any member of the board of directors of Motorola Solutions who
(1) was a member of such board of directors on the date of the issuance of the notes; or (2) was nominated for election or elected to such board of directors with the approval of a
majority of the continuing directors who were members of such board of directors at the time of such nomination or election.
"investment grade"
means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories of Moody's); a
rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or
rating agencies selected by Motorola Solutions.
"Moody's"
means Moody's Investors Service Inc. and its successors.
"rating agency"
means (1) each of Moody's and S&P; and (2) if either of Moody's or S&P ceases to rate the notes or fails to
make a rating of the notes publicly available for reasons outside of the control of Motorola Solutions, a "nationally recognized statistical rating organization" within the meaning of
Section 3(a)(62) of the Exchange Act, selected by Motorola Solutions (as certified by a resolution of the board of directors of Motorola Solutions) as a replacement agency for Moody's or S&P,
or both, as the case may be.
"rating category"
means (i) with respect to S&P, any of the following categories: BBB, BB, B, CCC, CC, C and D (or equivalent
successor categories); (ii) with respect to Moody's, any of the following categories: Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the equivalent of any
such category of S&P or Moody's used by another rating agency. In determining whether the rating of the notes has decreased by one or more gradations, gradations within rating categories
(+ and - for S&P; 1, 2 and 3 for Moody's; or the equivalent gradations for another rating agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating
from BB+ to BB, as well as from BB- to B+, will constitute a decrease of one gradation).
"rating date"
means the date which is 90 days prior to the earlier of (i) a change of control or (ii) public notice
of the occurrence of a change of control or of the intention by Motorola Solutions to effect a change of control.
"ratings event"
means the occurrence of the events described in (a) or (b) below on, or within 60 days after the earlier of,
(i) the occurrence of a change of control or (ii) public notice of the occurrence of a change of control or the intention by Motorola Solutions to effect a change of control (which
period
shall be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the rating agencies): (a) in the event the notes are rated by
both rating agencies on the rating date as investment grade, the rating of the notes shall be reduced so that the notes are rated below investment grade by both rating agencies, or (b) in the
event the notes (1) are rated investment grade by one rating agency and below investment grade by the other rating agency, the rating of the notes by either rating agency shall be decreased by
one or more gradations (including gradations within rating categories, as well as between rating categories) so that the notes are then rated below investment grade by both rating agencies or
(2) are rated below investment grade by both rating agencies on the rating date, the rating of the notes by either rating agency shall be decreased by one or more gradations (including
gradations within rating categories, as well as between rating categories) or is withdrawn. Notwithstanding the foregoing, a ratings event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular change of control (and thus shall not be deemed a ratings event for purposes of the definition of change of control repurchase
event hereunder) if the rating agencies making the reduction in
S-16
Table of Contents
rating
to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect of, the applicable change of control (whether or not the applicable change of control shall have occurred at the time of the
ratings event).
"S&P"
means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors.
"voting stock"
of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the
capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
Further Issuances
Motorola Solutions may from time to time, without notice to or the consent of the holders of the notes, create and issue additional
notes having the same terms as, and ranking equally and ratably with, the notes in all respects (except for the issue date and, if applicable,
the payment of interest accruing prior to the issue date of such additional notes and the first payment of interest following the issue date of such additional notes). Such additional notes may be
consolidated and form a single series with, and will have the same terms as to ranking, redemption, waivers, amendments or otherwise, as the notes, and will vote together as one class on all matters
with respect to the notes, unless such additional notes are not treated as fungible for U.S. tax purposes with the notes issued pursuant to this offering.
Book-entry; Delivery and Form; Global Notes
The notes will be represented by one or more global notes in definitive, fully registered form without interest coupons. Each global
note will be deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC.
Investors
may hold their interests in a global note directly through DTC if they are DTC participants, or indirectly through organizations that are DTC participants. Holders of notes
represented by interests in a global note will not be entitled to receive their notes in fully registered certificated form.
DTC
has advised as follows: DTC is a limited-purpose trust company organized under New York Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC was created to hold securities of institutions that have accounts with DTC ("participants") and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of
securities certificates. DTC's participants include securities brokers and dealers (which may include the underwriters), banks, trust companies, clearing corporations and certain other organizations.
Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a
participant, whether directly or indirectly.
Governing Law
The indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York.
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Table of Contents
Regarding the Trustee
The Bank of New York Mellon Trust Company, N.A. is the trustee under the indenture and has also been appointed by Motorola
Solutions to act as registrar, transfer agent and paying agent for the notes. The Bank of New York Mellon Trust Company, N.A. is trustee under our indentures relating
to:
-
-
our 6.0% senior notes due 2017;
-
-
our 3.75% senior notes due 2022;
-
-
our 7.5% debentures due May 15, 2025;
-
-
our 6.5% debentures due September 1, 2025;
-
-
our 6.5% debentures due November 15, 2028;
-
-
our 6.625% senior notes due 2037; and
-
-
our 5.22% debentures due October 1, 2097.
We
maintain various banking relationships with The Bank of New York Mellon, an affiliate of the trustee. The Bank of New York Mellon serves as custodian and record keeper
for the Sigma Fund, provides investment management services to us and is a lender under our credit facility.
S-18
Table of Contents
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of certain U.S. federal income tax consequences of the purchase, ownership and disposition of the
notes. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular taxpayers in light of their special circumstances or taxpayers subject to special
treatment under U.S. federal income tax laws (including brokers or dealers in securities or currencies, banks, thrifts or other financial institutions or financial service companies, cooperatives,
regulated investment companies, real estate investment trusts, tax-exempt organizations, pension funds, insurance companies, persons who hold notes as part of a hedging, straddle,
conversion or constructive sale transaction, persons subject to the alternative minimum tax, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, U.S. expatriates,
controlled foreign corporations, passive foreign investment companies, and partnerships (including entities treated as partnerships for U.S. federal income tax purposes)). This discussion does not
address any aspect of U.S. federal taxation other than U.S. federal income taxation (such as estate and gift tax laws) or any aspect of state, local or foreign taxation. In addition, this discussion
deals only with certain U.S. federal income tax consequences to a holder that acquires the notes in the initial offering at their "issue price" (the first price at which a substantial amount of the
notes is sold for money to investors, not including sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) and holds
the notes as capital assets.
This
summary is based on the U.S. federal income tax law in effect as of the date of this offering supplement, which is subject to differing interpretations and could change, possibly
with retroactive effect. We have not sought a ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS
will agree with such statements and conclusions. We urge you to consult with your tax advisor about the U.S. federal income tax and other tax consequences of an investment in the notes.
If
any entity treated as a partnership for U.S. federal income tax purposes holds a note, the U.S. federal income tax treatment of a partner generally will depend upon the status of the
partner and the activities of the partnership. A partner of a partnership holding a note should consult its tax advisor concerning the U.S. federal income and other tax consequences of an investment
in the notes.
EACH PROSPECTIVE PURCHASER OF THE NOTES SHOULD CONSULT ITS TAX ADVISOR CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE,
OWNERSHIP, OR DISPOSITION OF THE NOTES.
Effect of Certain Additional Payments
In certain circumstances, we may be obligated to pay amounts in excess of stated interest or principal on the notes. For example, upon
the occurrence of certain change of control events, we may be required to repurchase some or all of the notes at 101% of their principal amount, plus accrued and unpaid interest. The obligation to
make such payments may implicate the provisions of Treasury regulations promulgated under the Code ("Treasury Regulations") relating to "contingent payment debt instruments." One or more contingencies
will not cause the notes to be treated as a contingent payment debt instrument if, as of the issue date, each such contingency is considered remote or incidental or, in certain circumstances, it is
significantly more likely than not that such contingency will not occur. We believe and intend to take the position that the potential for additional payments on the notes should not cause the notes
to be treated as contingent payment debt instruments. Our determination is binding on a holder unless such holder discloses its contrary position in the manner required by the applicable Treasury
Regulations. Our determination is not, however, binding on the IRS. If the notes were deemed to be contingent payment debt instruments, the tax consequences to holders of the notes would materially
differ from those described below. Prospective purchasers of the
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notes
should consult their own tax advisors regarding the possible application of the contingent payment debt instrument rules on the notes. The remainder of this disclosure assumes that the notes
will not be treated as contingent payment debt instruments.
United States Federal Income Tax Considerations For U.S. Holders
As used in this discussion, a "U.S. Holder" is a beneficial owner of a note that is, for U.S. federal income tax
purposes:
-
-
an individual citizen or resident of the United States;
-
-
an entity treated as a corporation created or organized (or treated as created or organized) in or under the laws of the
United States or any State thereof (including the District of Columbia);
-
-
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
-
-
a trust, (i) the administration of which is subject to the primary supervision of a court within the United States
and for which one or more U.S. persons have the authority to control all substantial decisions, or (ii) that has a valid election in effect under applicable U.S. Treasury Regulations to be
treated as a U.S. person.
Stated Interest
All of the notes bear interest at a stated fixed rate. A U.S. Holder generally must include this stated interest in its gross income as
ordinary interest income:
-
-
when the U.S. Holder receives the interest, if it uses the cash method of accounting for U.S. federal income tax purposes;
or
-
-
when the interest accrues, if the U.S. Holder uses the accrual method of accounting for U.S. federal income tax purposes.
Sale, Exchange, Retirement or Other Taxable Disposition of a Note
A U.S. Holder will generally recognize capital gain or loss upon the sale, exchange, retirement or other taxable disposition of a note
in an amount equal to the difference between (i) the amount realized (except to the extent such amount is attributable to accrued but unpaid stated interest, which will be taxable as ordinary
interest income to the extent such interest has not been previously included in income) and (ii) such U.S. Holder's adjusted tax basis in the note. The amount realized will be equal to the sum
of the amount of cash and the fair market value of any property received in exchange for the note. A U.S. Holder's adjusted tax basis in a note will generally equal the cost of the note to such
holder, decreased by any payment on the notes other than a payment of qualified stated interest. Such capital gain or loss will be long-term capital gain or loss if the note was held for
more than one year at the time of disposition. In general, for non-corporate taxpayers, long-term capital gains are currently taxed at a maximum rate of 20%. The deductibility
of capital losses is subject to significant limitations. You should consult your tax advisor regarding the treatment of capital gains and losses.
Net Investment Income
Certain U.S. Holders that are individuals, trusts, or estates are subject to a tax of 3.8% on all or a portion of their "net investment
income" for taxable years beginning after December 31, 2012. Among other items, "net investment income" generally includes gross income from interest and net gain attributable to the
disposition of certain property, less certain deductions. Prospective investors should consult their tax advisors concerning the possible implications of this legislation in their particular
circumstances.
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Backup Withholding and Information Reporting
Payments of interest and principal on a note and the proceeds of the sale or other taxable disposition are generally subject to
information reporting unless the U.S. Holder is an exempt recipient. Such payments may also be subject to U.S. federal backup withholding tax at the applicable rate if the recipient of such payment
fails to supply a taxpayer identification number, certified under penalties of perjury, as well as certain other information or otherwise fails to establish an exemption from backup withholding.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against that U.S. Holder's U.S. federal income tax
liability provided the required information is furnished to the IRS.
United States Federal Income Tax Considerations For Non-U.S. Holders
As used in this discussion, a "Non-U.S. Holder" is a beneficial owner of a note that is (i) for U.S. federal income
tax purposes, an individual, corporation, estate or trust, and (ii) not a U.S. Holder.
Interest
Subject to the discussion below concerning backup withholding and the Foreign Account Tax Compliance Act ("FATCA") withholding, no U.S.
federal income or withholding tax generally will apply to a payment of interest to a Non-U.S. Holder, provided that:
-
-
such interest is not effectively connected with the conduct of a trade or business in the United States by the
Non-U.S. Holder;
-
-
such Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of
all classes of our stock entitled to vote;
-
-
either (A) such Non-U.S. Holder provides its name and address, and certifies on IRS
Form W-8BEN (or a substantially similar form), under penalties of perjury, that it is not a U.S. person or (B) a securities clearing organization or certain other financial
institutions holding the note on behalf of the Non-U.S. Holder certifies on IRS Form W-8IMY, under penalties of perjury, that such certification has been received by it
and furnishes us or our paying agent with a copy thereof; and
-
-
we or our paying agent do not have actual knowledge or reason to know that the beneficial owner of the note is a U.S.
person.
If
all of the foregoing requirements are not met, payments of interest on a note generally will be subject to U.S. federal withholding tax at a 30% rate (or a lower applicable treaty
rate, provided certain certification requirements are met), subject to the discussion below concerning interest that is effectively connected with a Non-U.S. Holder's conduct of a trade or
business in the United States.
Sale, Exchange, Retirement or Other Disposition of a Note
A Non-U.S. Holder generally will not be subject to U.S. federal income tax on the receipt of payments of principal on a
note, or on any gain recognized upon the sale, exchange, retirement or other taxable disposition of a note, unless in the case of gain (i) such gain is effectively connected with the conduct by
such Non-U.S. Holder of a trade or business within the United States and, if a treaty applies (and the holder complies with applicable certification and other requirements to claim treaty
benefits), such gain is attributable to a permanent establishment maintained by the Non-U.S. Holder within the United States or (ii) such Non-U.S. Holder is an
individual who is present in the United States for 183 days or more in the taxable year of disposition, and certain other conditions are met. In addition, subject to the discussion below
concerning backup withholding and the discussion concerning FATCA withholding, a Non-U.S. Holder generally will not be subject to U.S. federal withholding tax on
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the
receipt of payments of principal on a note, or on any gain recognized upon the sale, exchange, retirement or other taxable disposition of a note.
United States Trade or Business
If a Non-U.S. Holder is engaged in a trade or business in the United States, and if interest or gain on a note is
effectively connected with the conduct of such trade or business and, if a treaty applies (and the holder complies with applicable certification and other requirements to claim treaty benefits), such
interest or gain is attributable to a permanent establishment maintained by the Non-U.S. Holder within the United States, the Non-U.S. Holder generally will be subject to U.S.
federal income tax on the receipt or accrual of such interest or the recognition of gain on the sale or other taxable disposition of the note in the same manner as if such holder were a U.S. person. A
corporate Non-U.S. Holder may also be subject to an additional U.S. federal branch profits tax at a 30% rate (or, if applicable, a lower treaty rate) on its effectively connected earnings
and profits attributable to such interest or gain. In addition, any interest or gain that is effectively connected with a Non-U.S. Holder's conduct of a trade or business in the United
States will not be subject to withholding tax (subject to the discussion of FATCA below). A Non-U.S. Holder may establish that such interest or gain is so connected by timely delivering a
properly executed IRS Form W-8ECI (or suitable substitute form).
Backup Withholding and Information Reporting
A Non-U.S. Holder may be required to comply with certain certification procedures to establish that the holder is not a
U.S. person in order to avoid information reporting and backup withholding tax with respect to our payment of principal and interest on, or the proceeds of the sale or other disposition of, a note.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against that Non-U.S. Holder's U.S. federal
income tax liability provided the required information is timely furnished to the IRS. In certain circumstances, the name and address of the beneficial owner and the amount of interest paid on a note,
as well as the amount, if any, of tax withheld may be reported to the IRS. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the
tax authorities of the country in which the Non-U.S. Holder resides. Non-U.S. Holders should consult their tax advisors with respect to these withholding and reporting rules as
well as other U.S. tax consequences of the ownership and disposition of notes.
Foreign Account Tax Compliance Act
Under certain circumstances, FATCA will impose a 30% withholding tax on payments of U.S. source interest on, and the gross proceeds
from a disposition of, debt securities made to certain foreign entities unless various information reporting requirements are satisfied.
Pursuant
to recently finalized regulations, however, FATCA's withholding regime will not apply to debt securities issued before (and not materially modified on or after)
January 1, 2014. Accordingly, so long as the notes are not materially modified on or after January 1, 2014, payments on the notes will not be subject to the FATCA withholding described
above. Investors are urged to consult with their own tax advisors regarding FATCA and the recently finalized regulations as they apply to their investment in the notes.
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UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement dated the date of this prospectus supplement, we have agreed
to sell to each of the underwriters named below (for whom Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC are acting as representatives), and each of the
underwriters has severally agreed to purchase, the respective principal amount of the notes set forth opposite its name below:
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Underwriter
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Principal amount
of notes
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Citigroup Global Markets Inc.
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$
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HSBC Securities (USA) Inc.
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Morgan Stanley & Co. LLC
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Total
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$
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Under
the terms and conditions of the underwriting agreement, if the underwriters take any of the notes, then the underwriters are obligated to take and pay for all of the notes.
The
notes are a new issue of securities with no established trading market and will not be listed on any securities exchange. The underwriters have advised us that they intend to make a
market in the notes, but they have no obligation to do so and may discontinue market making at any time without providing notice. No assurances can be given as to the liquidity of any trading market
for the notes.
The
underwriters initially propose to offer part of the notes directly to the public at the offering prices described on the cover page of this prospectus supplement and part to certain
dealers at a price that represents a concession not in excess of % of the principal amount. Any underwriter may allow, and any such dealer may reallow, a concession to certain other
dealers not in excess of % of the principal amount. After the initial offering of the notes, the underwriters may from time to time vary the offering price and other selling terms.
We
have also agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments
which the underwriters may be required to make in respect of any such liabilities.
We
have agreed, during the period from the date of the underwriting agreement until the business day immediately following the delivery of the notes, not to offer, sell, contract to sell
or otherwise dispose of any debt securities issued or guaranteed by us having a tenor of more than one year without the prior written consent of the representatives.
In
connection with the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the notes. Specifically, the
underwriters may overallot in connection with the offering of the notes, creating a syndicate short position. In addition, the underwriters may bid for, and purchase, notes in the open market to cover
syndicate short positions or to stabilize the price of the notes. Finally, the underwriters may impose a penalty bid. The underwriting syndicate may reclaim selling concessions allowed for
distributing the notes in this offering, if the syndicate repurchases previously distributed notes in syndicate covering transactions, stabilization
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transactions
or otherwise. Any of these activities may stabilize or maintain the market price of the notes above independent market levels. The underwriters are not required to engage in any of these
activities, and may end any of them at any time.
Expenses
associated with this offering, to be paid by us, are estimated to be $1,000,000.
The
underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates
have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for Motorola Solutions, for which they received or will receive customary
fees and expenses.
In
the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and
equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities
activities may involve securities and/or instruments of Motorola Solutions (directly, as collateral securing other obligations or otherwise). The underwriters and their respective affiliates may also
make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
Citibank,
N.A., HSBC Bank USA, National Association and Morgan Stanley Bank, N.A., who are affiliates of the underwriters, are lenders under a $1.5 billion Revolver Credit
Agreement dated as of January 4, 2011 among Motorola Solutions, JP Morgan Chase Bank N.A., as administrative agent, and the several lenders and agents party thereto.
In
relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date
on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") an offer to the public of any notes which are the subject of the offering
contemplated by this prospectus supplement may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State may be made at any time with effect from and
including the Relevant Implementation Date under the following exemptions under the Prospectus Directive:
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-
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
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-
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending
Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriters for any such offer; or
-
-
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided
that no such offer of notes shall require the Company or the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant
to Article 16 of the Prospectus Directive.
This
prospectus supplement has been prepared on the basis that any offer of notes in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from
the requirement to publish a prospectus for offers of notes. Accordingly any person making or intending to make an offer in that Relevant Member State of notes which are the subject of the offering
contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3
of the
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Prospectus
Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an
obligation arises for the Company or the underwriters to publish a prospectus for such offer.
For
the purpose of the above provisions, the expression "an offer to the public" in relation to any notes in any Relevant Member State means the communication in any form and by any
means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in the
Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes
any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This
prospectus supplement is only being distributed to and is only directed at, (i) persons who are outside the United Kingdom or (ii) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The notes are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely
on this document or any of its contents.
The
notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies
Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules
made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and
no advertisement, invitation or document relating to the notes has been issued, may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or
elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance
(Cap. 571, Laws of Hong Kong) and any rules made thereunder.
The
notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (the Financial Instruments and Exchange Act) and each underwriter has agreed
that it will not offer or sell any notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including
any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to
an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines
of Japan.
This
prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and
Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to
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Section 275(1A),
and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Where
the notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in
Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, securities (as defined in
Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable within 6 months after that corporation or that trust has
acquired the notes under Section 275 except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation
of law; or (4) as specified in Section 276(7) of the SFA.
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LEGAL MATTERS
The validity of the notes will be passed upon for Motorola Solutions by Eric Jacobson of our Law Department and Winston & Strawn
LLP, Chicago, Illinois and for the underwriters by Cleary Gottlieb Steen & Hamilton LLP. Mr. Jacobson owns shares of our common stock.
EXPERTS
The consolidated financial statements of Motorola Solutions, Inc. as of December 31, 2012 and 2011, and for each of the years in
the three-year period ended
December 31, 2012, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2012 have been incorporated by reference herein in
reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and
auditing.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus supplement the information we file with them, which means that we
can disclose important information to you by referring to those documents. Any statement contained or incorporated by reference in this prospectus supplement shall be deemed to be modified or
superseded for purposes of this prospectus supplement to the extent that a statement contained herein, or in any subsequently filed document which also is incorporated by reference herein, modifies or
supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. We
incorporate by reference into this prospectus supplement the following documents:
-
(a)
-
Annual
Report on Form 10-K for the fiscal year ended December 31, 2012.
-
(b)
-
Information
from the Proxy Statement on Schedule 14A filed on March 12, 2012 that is incorporated by reference in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2011.
-
(c)
-
All
documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the termination of this offering.
You
may request a copy of these filings (other than exhibits, unless that exhibit is specifically incorporated by reference into that filing) at no cost, by writing to or telephoning us
at the following address:
Lewis A.
Steverson
Corporate Secretary, Motorola Solutions, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000
We
have also filed a registration statement with the SEC relating to the notes described in this prospectus supplement. This prospectus supplement is part of the registration statement.
You may obtain from the SEC a copy of the registration statement and exhibits that we filed with the SEC when we registered the notes. The registration statement may contain additional information
that may be important to you.
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PROSPECTUS
Debt Securities and Debt Securities Warrants
Common Stock and Common Stock Warrants
Stock Purchase Contracts and Stock Purchase Units
We
may use this prospectus to offer and sell securities from time to time. The types of securities we may sell include:
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unsecured senior debt
securities
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warrants to purchase common
stock
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unsecured
subordinated debt securities
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stock purchase
contracts
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warrants to
purchase debt securities
|
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stock purchase
units
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common stock
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units consisting of any
combination of these securities
|
This
prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. We will provide the specific terms of these
securities in supplements to this prospectus prepared in connection with each offering. The securities offered will contain other significant terms and conditions. Please read this prospectus and the
applicable prospectus supplement carefully before you invest.
Our
common stock is listed on the New York Stock Exchange and trades under the symbol "MSI." Each prospectus supplement will indicate if the securities offered thereby will be listed or
quoted on a securities exchange or quotation system.
Investing in our securities involves risks. You should carefully read and consider the risk factors included in our periodic reports filed
with the Securities and Exchange Commission, in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the Securities and Exchange
Commission. See the section entitled "Risk Factors" on page 3 of this prospectus, in our other filings with the Securities and Exchange Commission and in the applicable prospectus
supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or
determined if this prospectus or any prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is May 8, 2012.
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TABLE OF CONTENTS
Neither we nor the underwriters, if any, have authorized anyone to provide you with any information or to make any representation other than those contained in or
incorporated by reference into this prospectus or in any free writing prospectus that we may file with the Securities and Exchange Commission (the "SEC") in connection with this offering. We do not,
and the underwriters, if any, do not, take any responsibility for, and can provide no assurances as to, the reliability of any information that others may provide you. We are not offering to sell any
securities in any jurisdiction where such offer and sale are not permitted. The information contained in or incorporated by reference into this prospectus or any prospectus supplement, free writing
prospectus or other offering material is accurate only as of the date of those documents or information, regardless of the time of delivery of the documents or information or the time of any sale of
the securities. Neither the delivery of this prospectus or any applicable prospectus supplement nor any distribution of securities pursuant to such documents shall, under any circumstances, create any
implication that there has been no change in the information set forth in this prospectus or any applicable prospectus supplement or in our affairs since the date of this prospectus or any applicable
prospectus supplement.
Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of an "automatic shelf" registration statement that we filed with the SEC as a "well-known seasoned
issuer" as defined in Rule 405 of the Securities Act. By using a shelf registration statement, we may sell at any time, and from time to time, an indeterminate amount of any combination of the
securities described in this prospectus in one or more offerings.
This
prospectus provides you with only a general description of the securities we may offer. It is not meant to be a complete description of any security. Each time we sell securities,
we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered. We and any
underwriter or agent that we may from time to time retain may also provide other information relating to an offering, which we refer to as "other offering material." The prospectus supplement as well
as the other offering material may also add, update or change information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. You should read this
prospectus, any prospectus supplement, and any other offering material (including any free writing prospectus) prepared by or on behalf of us for a specific offering of securities, together with
additional information described in the section entitled "Where You Can Find More Information" below and any other offering material.
Throughout this prospectus, where we indicate that information may be supplemented in an applicable prospectus supplement or supplements, that information may also be supplemented in other offering
material. If there is any inconsistency between this prospectus and the information contained in a prospectus supplement or any free writing prospectus, you should rely on the information in the
prospectus supplement or such free writing prospectus.
Unless
we state otherwise or the context otherwise requires, references to "Motorola Solutions," the "Company," "us," "we" or "our" in this prospectus mean Motorola
Solutions, Inc. and its consolidated subsidiaries. When we refer to "you" in this section, we mean all purchasers of the securities being offered by this prospectus and any accompanying
prospectus supplement, whether they are the holders or only indirect owners of those securities.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference room at 100 F Street NE, Washington, D.C. 20549. Please call the SEC at l-800-SEC-0330 for further
information on the public reference room. Our SEC filings, including the registration statement and the exhibits and schedules thereto are also available to the public from the SEC's website at
http://www.sec.gov. You can also access our SEC filings through our website at www.motorolasolutions.com. Except as expressly set forth below, we are not incorporating by reference the contents of the
SEC website or our website into this prospectus.
The
SEC allows us to incorporate by reference the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The
information that we incorporate by reference is considered to be part of this prospectus.
Information
that we file later with the SEC will automatically update and supersede this information. This means that you must look at all of the SEC filings that we incorporate by
reference to determine if any of the statements in this prospectus or in any documents previously incorporated by reference have been modified or superseded. See the section entitled "Incorporation by
Reference" below.
Nothing
in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of
Form 8-K.
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You
may request a copy of these filings and any exhibit incorporated by reference in these filings at no cost, by writing or telephoning us at the following address or number:
Lewis
A. Steverson
Corporate Secretary, Motorola Solutions, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Except for historical matters, the matters discussed in this prospectus are forward-looking statements within the meaning of applicable
federal securities law. These statements generally include words such as "believes," "expects," "intends," "anticipates," "estimates" and similar expressions. We can give no assurance that any future
results or events discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any
subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the
statements contained in this prospectus. Forward-looking statements in this prospectus, including those incorporated by reference herein, may include, but are not limited to, statements about:
(1) industry growth and demand, including opportunities resulting from such growth, (2) customer spending, (3) the impact of each segment's strategy, (4) the impact from
the loss of key customers, (5) competitive position, (6) increased competition, (7) the impact of regulatory matters, (8) the impact from the allocation and regulation of
spectrum, (9) the availability of materials and components, energy supplies and labor, (10) the seasonality of the business, (11) the firmness of each segment's backlog,
(12) the competitiveness of our patent portfolio, (13) the impact of research and development, (14) the consequences of a disruption in manufacturing, (15) the ultimate
disposition of pending legal matters and timing, (16) market growth/contraction, demand, spending and resulting opportunities, (17) the return of capital to shareholders through
dividends and/or repurchasing shares, (18) the success of our business strategy and portfolio, (19) future payments, charges, use of accruals and expected cost-saving and
profitability benefits associated with our reorganization of business programs and employee separation costs, (20) our ability and cost to repatriate funds, (21) the impact of the timing
and level of sales and the geographic location of such sales, (22) the impact of maintaining inventory, (23) future cash contributions to pension plans or retiree health benefit plans,
(24) our ability to collect on Motorola Solutions' fund used to invest most of its U.S.
dollar-denominated cash (the "Sigma Fund") and other investments, (25) our ability and cost to access the capital markets, (26) our ability to borrow and the amount available under our
credit facilities, (27) our ability to retire outstanding debt, (28) our ability and cost to obtain performance related bonds, (29) adequacy of resources to fund expected working
capital and capital expenditure measurements, (30) expected payments pursuant to commitments under long-term agreements, (31) the ability to meet minimum purchase
obligations, (32) our ability to sell accounts receivable and the terms and amounts of such sales, (33) the outcome and effect of ongoing and future legal proceedings, (34) the
impact of recent accounting pronouncements on our financial statements, (35) the expected effective tax rate and deductibility of certain items, (36) the impact of foreign currency
exchange risks, (37) future hedging activity and expectations of Motorola Solutions, (38) the ability of counterparties to financial instruments to perform their obligations, and
(39) other factors described in our news releases and filings with the SEC including, but not limited to, the factors under the heading "Risk Factors" in our Form 10-K for
the year ended December 31, 2011, which is incorporated by reference herein.
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THE COMPANY
Motorola Solutions is a leading provider of mission-critical communication solutions and services for enterprise and government
customers. As of the first quarter of 2012, we report financial results for the following two segments:
-
-
Government
: Our Government segment
includes sales of public safety mission-critical communications systems, commercial two-way radio systems and devices, software and services.
-
-
Enterprise
: Our Enterprise segment
includes sales of rugged and enterprise-grade mobile computers and tablets, laser/imaging/RFID-based data capture products, wireless local area network and integrated digital enhanced
network infrastructure, software and services.
Motorola
Solutions is a corporation organized under the laws of the State of Delaware as the successor to an Illinois corporation organized in 1928. The Company's principal executive
offices are located at 1303 East Algonquin Road, Schaumburg, Illinois 60196 (telephone number (847) 576-5000).
RISK FACTORS
Investing in our securities involves risks. You should carefully consider the risk factors described in Part I, Item 1A,
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2011 and our other reports filed from time to time with the SEC, which are incorporated by
reference into this prospectus, as the same may be amended, supplemented or superseded from time to time by our filings under the Exchange Act, as well as any prospectus supplement relating to a
specific security. Before making any investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus or in any
applicable prospectus supplement or free writing prospectus. For more information, see the section entitled "Where You Can Find More Information" on page 1. These risks could materially affect our
business, results of operations or financial condition and affect the value of our securities. You could lose all or part of your investment. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial may also affect our business, results of operations or financial condition.
USE OF PROCEEDS
Unless otherwise set forth in the applicable prospectus supplement, we intend to use the net proceeds of any offering of our securities
for working capital expenditures and other general corporate purposes. We will have significant discretion in the use of any net proceeds. The net proceeds from the sale of securities may be invested
temporarily until they are used for their stated purpose. We may provide additional information on the use of the net proceeds from the sale of our securities in an applicable prospectus supplement or
other offering materials related to the offered securities.
DESCRIPTION OF SECURITIES
This prospectus contains summary descriptions of the debt securities, common stock, debt securities warrants, common stock warrants,
stock purchase contracts and stock
purchase units that we may offer and sell from time to time. These summary descriptions are not meant to be complete descriptions of any security. At the time of an offering and sale, this prospectus,
together with the accompanying prospectus supplement, will contain the material terms of the securities being offered.
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DESCRIPTION OF DEBT SECURITIES
The following is a general description of the debt securities that we may offer from time to time. The particular terms of the debt
securities offered by any prospectus supplement and the extent, if any, to which the general provisions described below may apply will be described in the applicable prospectus supplement. We may also
sell hybrid or novel securities now existing or developed in the future that combine certain features of debt securities and other securities described in this prospectus.
The
debt securities will be either senior debt securities or subordinated debt securities. We will issue the "senior debt securities" under the "senior indenture" dated May 1,
1995 between us and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. (as successor trustee to JPMorgan Chase Bank (as successor in interest
to Bank One Trust Company))), or any successor trustee. We will issue the "subordinated debt securities" under a "subordinated indenture" between us and the trustee named therein, or any successor
trustee. The senior indenture and the subordinated indenture are collectively referred to in this prospectus as the "indentures," and each of the trustee under the senior indenture and the trustee
under the subordinated indenture are referred to in this prospectus as a "trustee." The senior indenture and a form of subordinated indenture are included as exhibits to this registration statement
and the following description is qualified in its entirety by reference to the provisions of the indentures and the applicable prospectus supplement. You should read these documents carefully to fully
understand the terms of the debt securities.
The
numerical references in parentheses below are to sections of the indentures. Unless otherwise indicated, capitalized terms used in the following summary that are defined in the
indentures have the meanings used in the indentures. As used in this "Description of Debt Securities," the "company" refers to Motorola Solutions, Inc. and does not, unless the context
otherwise indicates, include our subsidiaries.
General
The senior debt securities are unsubordinated obligations of the company. They will be unsecured and will rank equally with each other
and all of our other unsubordinated debt, unless otherwise indicated in the applicable prospectus supplement (section 301 of the senior indenture). Each applicable prospectus supplement will
set forth, as of the most recent practicable date, the aggregate amount of outstanding debt that would rank junior to the senior debt securities. The subordinated debt securities are subordinated in
right of payment to the prior payment in full of our senior indebtedness. See "Subordinated Indenture Provisions" below. The subordinated debt securities will be unsecured and will rank
equally with each other, unless otherwise indicated in the applicable prospectus supplement (section 301 of the subordinated indenture). We will set forth in each applicable prospectus
supplement, as of the most recent practicable date, the aggregate amount of our outstanding debt that would rank senior to the subordinated debt securities. The indentures do not limit the aggregate
principal amount of debt securities that we may issue thereunder and provide that we may issue debt securities thereunder from time to time in one or more series.
We will prepare a prospectus supplement for each series of debt securities that we issue. Each prospectus supplement will set forth the
applicable terms of the debt securities to which it relates, which may include the following:
-
-
the title of the debt securities;
-
-
any limit on the aggregate principal amount of the debt securities;
-
-
the maturity of the debt securities;
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-
-
the interest rate or method of calculation of the interest rate and the date from which interest will accrue;
-
-
the interest payment dates and the record dates for payment of interest, or the discount to face value and accretion rate
in the case of debt securities issued at a substantial discount to the principal amount;
-
-
the price and date of any optional redemption by us;
-
-
our obligation, if any, to redeem the offered debt securities and any requirement to maintain a "sinking fund" to support
such obligation;
-
-
the terms of any repurchase or remarketing rights of third parties;
-
-
the currency or currencies in which we will pay principal or interest;
-
-
any conversion features; and
-
-
whether the defeasance or covenant defeasance provisions of the applicable indenture apply.
We
can also establish any other terms and conditions of the debt securities to the extent they do not conflict with the terms of the indentures (section 301 of each indenture).
Therefore, you must read the applicable indenture and prospectus supplement carefully to understand the terms of any series of debt securities.
The debt securities will be our obligations exclusively. Since our operations are partially conducted through subsidiaries, primarily
overseas, our cash flow and therefore our ability to service debt, including the debt securities offered by the applicable prospectus supplement, are partially dependent upon the earnings of our
subsidiaries and the distribution of those earnings to, or upon loans or other payments of funds by those subsidiaries to, us. Our subsidiaries are separate and distinct legal entities and have no
obligation to pay any amounts due pursuant to the debt securities or to make any funds available to us to repay our obligations, whether by dividends, loans or other payments. In addition, the payment
of dividends and the making of loans and advances to us by our subsidiaries may be subject to statutory or contractual restrictions, are contingent upon the earnings of those subsidiaries and are
subject to various business considerations.
Any
right of ours to receive assets of any of our subsidiaries upon their liquidation or reorganization and therefore the right of the holders of the debt securities to participate in
those assets will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors.
The general provisions of the indentures do not contain any provisions that would limit our ability to incur indebtedness or that would
afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us. However, the indentures do restrict us and our domestic subsidiaries from granting
certain security interests on certain of their property or assets unless the debt securities are equally secured. See "Restrictive Covenants" below.
The indentures are "open-ended," meaning we may issue a number of different series of debt securities, with different terms
and conditions, under each of the indentures (section 301 of each indenture). There is no limit on the amount of debt securities we can issue under either indenture, and we already have issued
a significant amount of debt securities under the senior indenture.
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Defeasance and Covenant Defeasance
Under the indentures, we have the ability to take certain steps to effect a "defeasance" or a "covenant defeasance." A defeasance
allows us to be discharged from any and all obligations in respect of a series of debt securities except for certain obligations to register the transfer or exchange of such debt securities, to
replace temporary, destroyed, stolen, lost or mutilated debt securities, to maintain paying agencies and to hold monies for payment in trust. A covenant defeasance allows us to stop complying with
certain restrictive covenants relating to:
-
-
consolidation, merger, conveyance, transfer or lease;
-
-
maintenance of our existence and properties;
-
-
payment of taxes and other claims; and
-
-
restrictions on secured debt and sale and leaseback transactions.
A
covenant defeasance also causes certain events specified in the indentures to no longer be deemed an event of default under the indentures.
To
effect a defeasance or a covenant defeasance, we must deposit with the applicable trustee an amount of money or U.S. government securities that, through the payment of interest and
principal in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of, and premium, if any, and each installment of interest, if any, on the
debt securities of such series at the time such payments are due. We will remain liable for any shortfall between the amount deposited with the trustee and the amount due holders of debt securities
upon any acceleration of payment.
We
may only effect a defeasance or a covenant defeasance if we have provided a legal opinion that such action will not cause holders of our debt securities to recognize income, gain or
loss for federal income tax purposes as a result and that holders will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if
such deposit and defeasance had not occurred. The opinion, in the case of a defeasance, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable Federal
income tax law occurring after the date of the applicable indenture.
We
may further describe in the applicable prospectus supplement the provisions, if any, regarding defeasance or covenant defeasance with respect to the debt securities of a particular
series (article fifteen of each indenture).
Restrictive Covenants
If we or any Domestic Subsidiary incurs or guarantees any Debt secured by a Mortgage on any Principal Property or on any shares of
stock or Debt of any Domestic Subsidiary, we must secure the debt securities of each series equally and ratably with (or prior to) such secured Debt, unless, after giving effect to such transaction,
the aggregate amount of all such Debt so secured, together with all Attributable Debt in respect of sale and leaseback transactions involving Principal Properties, would not exceed 5% of the
Consolidated Net Tangible Assets of us and our consolidated subsidiaries. See "Restrictive CovenantsRestrictions on Sales and Leasebacks" below.
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This
restriction does not apply to, and there will be excluded from secured Debt in any computation under such restriction, Debt secured
by:
-
-
Mortgages on property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation
becomes a Domestic Subsidiary or at the time it is merged into or consolidated with us or a Domestic Subsidiary;
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-
Mortgages in favor of us or a Domestic Subsidiary;
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-
Mortgages in favor of governmental bodies to secure progress or advance payments;
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-
Mortgages on property, shares of stock or Debt existing at the time of acquisition thereof, including acquisition through
merger or consolidation;
-
-
purchase money Mortgages and Mortgages to secure the construction cost of property; and
-
-
any extension, renewal or refunding of any Mortgage referred to above.
Neither we nor any Domestic Subsidiary may enter into any sale and leaseback transaction involving any Principal Property, completion
of construction and commencement of full operation of which has occurred more than 180 days prior thereto, unless:
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-
we or such Domestic Subsidiary could mortgage such property as provided for above under "Restrictive
CovenantsRestrictions on Secured Debt" in an amount equal to the Attributable Debt with respect to the sale and leaseback transaction without equally and ratably securing the debt
securities of each series; or
-
-
within 120 days, we apply to the retirement of our Funded Debt an amount not less than the greater
of:
-
-
the net proceeds of the sale of the Principal Property leased pursuant to such arrangement; or
-
-
the fair market value of the Principal Property so leased, subject to credits for certain voluntary retirements of Funded
Debt.
This
restriction will not apply to any sale and leaseback transaction:
-
-
between us and a Domestic Subsidiary or between Domestic Subsidiaries; or
-
-
involving the taking back of a lease for a period, including renewals, of three years or less (section 1011 of each
indenture).
Certain Definitions
The following are certain key definitions used in the descriptions above of restrictions on secured debt and sales and leasebacks
contained in the indentures. These and other definitions are contained in the indentures. You should read the applicable indenture to understand these restrictions fully.
"Attributable Debt"
means the total net amount of rent required to be paid during the remaining term of any lease, discounted at the rate
per annum borne by the senior debt securities of each series, compounded annually.
"Consolidated Net Tangible Assets"
means the aggregate amount of assets, less applicable reserves and other properly deductible items,
after deducting from that net amount:
-
-
all current liabilities, excluding any constituting Funded Debt by reason of their being renewable or extendable; and
-
-
goodwill and other intangibles (section 1010 of each indenture).
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"Domestic Subsidiary"
means a Subsidiary of ours except a Subsidiary of ours which neither transacts any substantial portion of its
business nor regularly maintains any substantial portion of its fixed assets within the United States, or which is engaged primarily in financing our operations or our Subsidiaries, or both, outside
the United States.
"Principal Property"
includes any single parcel of real estate, any manufacturing plant or warehouse we own or lease or any Domestic
Subsidiary owns or leases which is located within the United States and the gross book value, without deduction of any depreciation reserves, of which on the date as of which the determination is
being made exceeds 1% of Consolidated Net Tangible Assets, other than any manufacturing plant or warehouse or a portion of any manufacturing plant or warehouse:
-
-
which is a pollution control or other facility financed by obligations issued by a state or local government unit; or
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-
which, in the opinion of our board of directors, is not of material importance to the total business conducted by us and
our subsidiaries as an entirety.
"Subsidiary"
means a corporation, a majority of the outstanding voting stock of which is owned, directly or indirectly, by us or by one or
more of our other Subsidiaries.
Events of Default
The following are events of default under the indentures with respect to any debt
securities:
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-
failure to pay principal of, or premium, if any, on any debt security of that series when due;
-
-
failure to pay any installment of interest on any debt security of that series when due, continued for 30 days;
-
-
failure to deposit any sinking fund payment, when due, in respect of any debt security of that series;
-
-
failure to perform any other covenant of ours in the applicable indenture, other than a covenant included in the
applicable indenture solely for the benefit of any series of debt securities other than that series, continued for 60 days after written notice as provided in the applicable indenture;
-
-
certain events in bankruptcy, insolvency or reorganization; and
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-
any other event of default provided with respect to debt securities of that series (section 501 of each indenture).
If
an event of default with respect to the outstanding debt securities of any series occurs and continues either the trustee or the holders of at least 25% in principal amount of the
outstanding debt securities of that series may declare the principal amount of all debt securities of that series to be due and payable immediately; provided that in the case of certain events of
bankruptcy, insolvency or reorganization, such principal amount, or portion thereof, will automatically become due and payable. However, at any time after an acceleration with respect to debt
securities of any series has occurred, but before a judgment or decree based on such acceleration has been obtained, the holders of a majority in principal amount of the outstanding debt securities of
that series may, under certain circumstances, rescind and annul such acceleration (section 502 of each indenture). For information as to waiver of defaults, see "Modification and
Waiver" below. You must read the applicable prospectus supplement for a description of the acceleration provisions of any debt securities issued as original issue discount or indexed securities.
Subject
to the duty of the trustee during default to act with the required standard of care, the trustee will be under no obligation to exercise any of its rights or powers under the
applicable
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indenture
at the request or direction of any of the holders, unless such holders have offered the trustee reasonable security or indemnity (section 603 of each indenture). Subject to such
indemnification and certain other limitations, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series (section 512
of the senior indenture and section 505 of the subordinated indenture).
We
will be required to furnish to the trustee an annual statement as to our performance of certain of our obligations under the applicable indenture and as to any default in such
performance (section 1006 of each indenture).
Modification and Waiver
Modifications and amendments of each indenture may be made by us and the trustee with the consent of the holders of
66
2
/
3
% in principal amount of the outstanding debt securities of each series affected thereby, except that no such modification or amendment may, without the consent of the holder of
each outstanding debt security affected thereby:
-
-
change the stated maturity date of the principal of, or any installment of principal of or interest on, any debt security;
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-
reduce the principal amount of, or premium, if any, or interest, if any, on, any debt security;
-
-
reduce the amount of principal of any original issue discount debt security payable upon acceleration of the maturity
thereof;
-
-
change the place or currency of payment of principal of, or premium, if any, or interest, if any, on, any debt security;
-
-
impair the right to institute suit for the enforcement of any payment on or with respect to any debt security; or
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-
reduce the percentage in principal amount of outstanding debt securities of any series, the consent of the holders of
which is required for modification or amendment of the indenture or for waiver of compliance with certain provisions of the applicable indenture or for waiver of certain defaults (section 902
of each indenture).
The
holders of a majority of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive, insofar as that series is concerned,
our compliance with certain restrictive provisions of the applicable indenture (section 1012 of each indenture). The holders of a majority of the outstanding debt securities of any series may
on behalf of the holders of all debt securities of that series waive any past default under the applicable indenture with respect to debt securities of that series, except a default in the payment of
the principal of, or premium, if any, or interest, if any, on any debt security of that series or in respect of any provision which under the applicable indenture cannot be modified or amended without
the consent of the holder of each outstanding debt security of that series affected (section 513 of the senior indenture and section 504 of the subordinated indenture).
In
addition, we may not modify or amend the subordination provisions of the subordinated indenture without the consent of the holders of each outstanding subordinated debt security
affected thereby. Further, no modification or amendment of that type may adversely affect the rights under article sixteen of the subordinated indenture of the holders of senior indebtedness then
outstanding without the consent of the requisite holders of senior indebtedness required under the terms of such senior indebtedness (section 902 of the subordinated indenture).
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Each
indenture contains provisions for convening meetings of the holders of debt securities of a series issued thereunder if debt securities of that series are issuable in whole or in
part as bearer securities (section 1401 of each indenture). The trustee for those debt securities may call a meeting at any time or upon our request or the request of holders of at least 10% in
principal amount of the outstanding debt securities of such series, in any such case upon notice given in accordance with the applicable indenture (section 1402 of each indenture). Except for
any consent that must be given by each holder of a debt security affected, and except as described below, any resolution presented at a meeting or adjourned meeting at which a quorum is present may be
adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding debt securities of that series. Any resolution with respect to any consent which may be given by the
holders of not less than 66
2
/
3
% in principal amount of the outstanding debt securities of a series issued under an indenture, except for any consent that must be given by each holder of
a debt security affected, may be adopted at a meeting or an adjourned meeting at which a quorum is present only by the affirmative vote of the holders of 66
2
/
3
% in principal amount of
such outstanding debt securities of that series. Further, any resolution with respect to any demand, consent, waiver or other action which may be made, given or taken by the holders of a specified
percentage, which is less than a majority, in principal amount of the outstanding debt securities of a series issued under one of the indentures may be adopted at a meeting or adjourned meeting at
which a quorum is present by the affirmative vote of the holders of such specified percentage in principal amount of the outstanding debt securities of that series (section 1404 of each
indenture).
Any
resolution passed or decision taken at any meeting of holders of debt securities of any series duly held in accordance with the applicable indenture with respect thereto will be
binding on all holders of debt securities of that series and the related coupons issued under that indenture. The quorum at any meeting of holders of a series of debt securities called to adopt a
resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the outstanding debt securities of such series. However, if any action is to be
taken at such meeting with respect to a consent which may be given by the holders of not less than 66
2
/
3
% in principal amount of the outstanding debt securities of a series, the persons
holding or representing 66
2
/
3
% in principal amount of the outstanding debt securities of such series issued under that indenture will constitute a quorum (section 1404 of each
indenture).
Consolidation, Merger, Conveyance, Transfer or Lease
We may, without the consent of any holders of outstanding debt securities, consolidate or merge with or into, or transfer or lease our
assets substantially as an entirety to, any entity, and any other entity may consolidate or merge with or into, or transfer or lease its assets substantially as an entirety to, us, provided
that:
-
-
the entity other than us formed by such consolidation or into which we are merged or which acquires or leases our assets
is organized and existing under the laws of any United States jurisdiction and assumes our obligations on the debt securities and under the applicable indenture;
-
-
after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both,
would become an event of default, has happened and is continuing, provided that a transaction will only be deemed to be in violation of this condition as to any series of debt securities as to which
such event of default or such event has happened and is continuing; and
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-
certain other conditions are met (article eight of each indenture).
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Form, Denominations, Exchange, Registration and Transfer
We will issue debt securities as registered securities, which may be issued in global form. Global securities are described below under
"Global Securities." Unless we otherwise provide in the applicable prospectus supplement, we will issue registered securities in denominations of $1,000 and integral multiples thereof.
Our
registered securities will be exchangeable for other registered securities of the same series.
You
may present registered securities for registration of transfer at the office of the trustee, or at the office of any transfer agent we designate without service charge and upon
payment of any taxes and other governmental charges (section 305 of each indenture). We may change transfer agents or designate additional transfer agents at any time, except that, we must
maintain a transfer agent in each place of payment for such series (section 1002 of each indenture).
If
we elect or are required to redeem or exchange particular debt securities, we will not be required to:
-
-
issue, register the transfer of or exchange those debt securities for a period of 15 days before the first
publication or mailing of the notice of redemption or exchange; or
-
-
register the transfer of or exchange any registered security selected for redemption (section 305 of each
indenture).
Global Securities
The following will apply to debt securities of any series, unless the prospectus supplement relating to that series provides otherwise.
Upon
issuance, we will deposit with, or on behalf of, the depositary and will register in the name of the depositary or a nominee of the depositary one or more "global securities" to
represent the debt securities of each series. Unless we otherwise indicate in the prospectus supplement relating to a series of debt securities, The Depository Trust Company will act as the depositary
and we will deposit the global securities with, or on behalf of, DTC or its nominee, and we will register registered securities in the name of a nominee of DTC. Except under limited circumstances
described below, global securities will not be exchangeable for definitive certificated debt securities.
Upon
the issuance of a global security, DTC will credit on its book-entry registration and transfer system the principal amounts of the individual debt securities represented
by such global security to the accounts of persons that have accounts with DTC, generally known as DTC participants. Ownership of beneficial interests in a global security will be limited to DTC
participants or persons that may hold interests through DTC participants. Ownership of beneficial interests in such global security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by DTC with respect to interests of DTC participants and records of DTC participants, with respect to interests of persons who hold through DTC participants.
The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, pledge or
transfer beneficial interest in a global security.
We
will make payments of principal of and any interest, and premium, if any, on individual debt securities represented by a global security to DTC or its nominee, as the case may be, as
the sole registered owner of such global security and the sole holder of the debt securities represented by the global security for all purposes under the applicable indenture. Neither we nor the
trustee, nor any of our agents or the trustee, will have any responsibility or liability for any aspect of DTC's records relating to or payments made on account of beneficial ownership interests in
the global securities representing any debt securities or for maintaining, supervising or reviewing any of DTC's records relating to those beneficial ownership interests.
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We
have been advised by DTC that, upon receipt of any payment in respect of a global security, DTC will immediately credit DTC participants' accounts for their pro rata share of such
payments. We also expect that payments by DTC participants to owners of beneficial interests in global securities held through such DTC participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name." These payments will be the sole responsibility of the DTC
participants.
Global
securities may not be transferred except as a whole by DTC to a nominee of DTC. Global securities representing debt securities are exchangeable for certificated debt securities
only if:
-
-
DTC or its nominee notifies us that it is unwilling or unable to continue as depositary for these global securities;
-
-
DTC ceases to be qualified as required by the applicable indenture;
-
-
we instruct the trustee in accordance with the applicable indenture that those global securities will be so exchangeable;
or
-
-
there shall have occurred and be continuing an event of default or an event which after notice or lapse of time would be
an event of default with respect to the debt securities represented by such global security.
Any
global securities that are exchangeable as described above shall be exchangeable for certificated debt securities issuable in denominations of $1,000, and integral multiples of
$1,000 in excess thereof and registered in the names DTC directs. Subject to the foregoing, global securities are not exchangeable, except for global securities of like denomination to be registered
in the name of DTC or its nominee. If we issue debt securities subsequently in registered form, they would thereafter be transferred or exchanged without any service charge at the corporate trust
office of the trustee or at any other office or agency we maintain for such purpose.
So
long as DTC or its nominee is the registered holder and owner of global securities, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the debt
securities represented by the global securities for the purposes of receiving payment on the debt securities, receiving notices and for all other purposes under the applicable indenture and the debt
securities. Except as provided above, owners of beneficial interests in global securities will not be entitled to receive physical delivery of debt securities in definitive form and will not be
considered the holders thereof for any purpose under the applicable indenture. Accordingly, each person owning a beneficial interest in the global securities must rely on the procedures of DTC and, if
such person is not a DTC participant, on the procedures of the DTC participant through which such person owns its interest, to exercise any rights of a holder under the applicable indenture. The
indentures provide that DTC may grant proxies and otherwise authorize DTC participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a
holder is entitled to give or take under the applicable indenture. We understand that under existing industry practices in the event that we request any action of holders or that an owner of a
beneficial interest in global securities desires to give or take any action which a holder is entitled to give or take under the applicable indenture, DTC would authorize the DTC participants holding
the relevant beneficial interests to give or take such action, and such DTC participants would authorize beneficial owners owning through such DTC participants to give or take such action or would
otherwise act upon the instructions of beneficial owners through them.
DTC
has advised us as follows:
-
-
DTC is:
-
-
a limited-purpose trust company organized under the New York Banking Law;
-
-
a "banking organization" within the meaning of the New York Banking Law;
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-
-
a member of the Federal Reserve System;
-
-
a "clearing corporation" within the meaning of the New York Uniform Commercial Code;
-
-
a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended;
-
-
DTC holds securities that DTC participants deposit with DTC;
-
-
DTC also facilitates the settlement among DTC participants of securities transactions, such as transfers and pledges in
deposited securities through electronic computerized book-entry changes in DTC participants' accounts, thereby eliminating the need for physical movement of securities certificates;
-
-
Direct DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. DTC is owned by a number of direct DTC participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the NASDAQ Stock Market;
-
-
Access to DTC's system is also available to others, such as securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a direct DTC participant, either directly or indirectly; and
-
-
The rules applicable to DTC and DTC participants are on file with the SEC.
According
to DTC, the foregoing information with respect to DTC has been provided to the industry for informational purposes only and is not intended to serve as a representation,
warranty or contract modification of any kind.
Payment and Paying Agents
Unless the applicable prospectus supplement provides otherwise, the place of payment for all registered securities will be Chicago,
Illinois, U.S.A., and we will initially designate the corporate trust office of the applicable trustee for this purpose. At our option, we may pay interest, if any, on registered securities by check
mailed to the address of the person entitled thereto as such person's address appears in the security register or by wire transfer to an account located in the United States maintained by the person
entitled thereto as specified in the security register (sections 307, 1001 and 1002 of each indenture). Unless the applicable prospectus supplement provides otherwise, we will make payment of
any installment of interest on registered securities to the person in whose name such registered security is registered at the close of business on the record date for such interest
(section 307 of each indenture).
Unless
the applicable prospectus supplement provides otherwise, we will make all payments of principal of, and premium, if any, and interest, if any, on any debt security that is payable
in a currency other than U.S. dollars in U.S. dollars if such currency:
-
-
ceases to be used both by the government of the country that issued the currency and by a central bank or other public
institution of or within the international banking community for the settlement of transactions;
-
-
is the euro and ceases to be used both within the European Monetary Union and for the settlement of transactions by public
institutions of or within the European Union; or
-
-
is any currency unit, or composite currency, other than the euro and ceases to be used for the purposes for which it was
established (section 312 of each indenture).
We
may designate additional offices or agencies for payment with respect to any debt securities, approve a change in the location of any such office or agency and, except as provided
above, rescind the designation of any such office or agency.
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All moneys deposited with a paying agent or held for the payment of principal of, or premium, if any, or interest, if any, on any debt security that remains
unclaimed at the end of two years after such payment has become due will, at our request, be repaid to us, or discharged from trust, and the holder of such debt security may thereafter look only to us
for payment thereof (section 1003 of each indenture).
Subordinated Indenture Provisions
Any subordinated securities would be subordinate and junior in right of payment, to the extent set forth in the subordinated indenture,
to the prior payment in full of all existing and future senior debt of ours (section 1601 of the subordinated indenture).
Senior
debt is defined in the subordinated indenture as the principal of, and premium, if any, and interest on, including interest accruing after the filing of a petition initiating any
proceeding pursuant to any bankruptcy law, and other amounts due on or in connection with any debt incurred, assumed or guaranteed by us, whether outstanding on the date of the subordinated indenture
or thereafter
incurred, assumed or guaranteed, and all renewals, extensions and refundings of any such debt. Excluded from the definition of senior debt are the
following:
-
-
any debt which expressly provides:
-
-
that such debt is not senior in right of payment to the subordinated securities; or
-
-
that such debt is subordinated to any other debt of ours, unless such debt expressly provides that such debt is senior in
right of payment to the subordinated securities; and
-
-
debt of ours in respect of the subordinated securities.
There
are no restrictions in the subordinated indenture on the creation of additional senior debt, or any other indebtedness (section 101 of the subordinated indenture). The
prospectus supplement with respect to any subordinated securities will set forth:
-
-
the aggregate amount of consolidated indebtedness outstanding as of the most recent practicable date that would constitute
either senior debt or indebtedness of our subsidiaries;
-
-
the aggregate amount of outstanding indebtedness as of the most recent practicable date that would rank on a parity with
the subordinated securities; and
-
-
any then-existing limitation on the issuance of additional senior debt.
By
reason of such subordination, in the event of dissolution, insolvency, bankruptcy or other similar proceedings, upon any distribution of
assets:
-
-
the holders of all senior debt will first be entitled to receive payment in full of all amounts due or to become due
thereon, or payment of such amounts shall have been provided for, before the holders of subordinated securities would be entitled to receive any payment or distribution with respect to such
securities;
-
-
the holders of subordinated securities will be required to pay over their share of such distribution to the holders of
senior debt until such senior debt is paid in full; and
-
-
our unsecured creditors who are not holders of subordinated securities or holders of senior debt may recover less,
ratably, than holders of senior debt and may recover more, ratably, than the holders of subordinated securities (section 1602 of the subordinated indenture).
Unless
the applicable prospectus supplement provides otherwise, in the event that the subordinated securities are declared due and payable prior to their Stated Maturity by reason of the
occurrence of an event of default, then we would be obligated to promptly notify holders of senior debt of such
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acceleration.
Unless the applicable prospectus supplement provides otherwise, we may not pay the subordinated securities until 120 days have passed after such acceleration occurs and may
thereafter pay the subordinated securities if the terms of the subordinated indenture otherwise permit payment at that time (section 1603 of the subordinated indenture).
Unless
the applicable prospectus supplement provides otherwise, we may not make any payment of the principal, and premium, if any, or interest, if any, with respect to any of the
subordinated securities, except we may acquire subordinated securities for our common stock or other capital stock or as otherwise set forth in the subordinated indenture, if any default with respect
to senior debt occurs and
is continuing that permits the acceleration of the maturity thereof and such default is either the subject of judicial proceedings or we receive notice of the default, unless 120 days pass
after notice of the default is given and such default is not then the subject of judicial proceedings or the default with respect to the senior debt is cured or the terms of the subordinated indenture
otherwise permit the payment or acquisition of the subordinated securities at that time (section 1604 of the subordinated indenture).
The Trustee
The Bank of New York Mellon Trust Company, N.A. is trustee under:
-
-
the senior indenture relating to:
-
-
our 5.375% senior notes due 2012;
-
-
our 6.0% senior notes due 2017;
-
-
our 7.5% debentures due May 15, 2025;
-
-
our 6.5% debentures due September 1, 2025;
-
-
our 6.5% debentures due November 15, 2028;
-
-
our 6.625% senior notes due 2037; and
-
-
our 5.22% debentures due October 1, 2097.
We
maintain various banking relationships with The Bank of New York Mellon, an affiliate of the trustee. The Bank of New York Mellon serves as custodian and record keeper for the Sigma
Fund, provides investment management services to us and is a lender under our credit facility.
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is subject to the detailed provisions of our restated certificate of incorporation, as
amended, and bylaws, as amended, and to the rights agreement described below. This description does not purport to be complete and is qualified in its entirety by reference to the terms of the
certificate of incorporation, the bylaws and the rights agreement, which are filed as exhibits to the registration statement. See the section entitled "Where You Can Find More Information" on page 1.
Common and Preferred Stock
Our authorized capital stock consists of 600,000,000 shares of common stock, par value $0.01 per share, and 500,000 shares of preferred
stock, par value $100 per share, issuable in series. There are no shares of preferred stock presently outstanding. Our board of directors is authorized to create and issue one or more series of
preferred stock and to determine the rights and preferences of each series, to the extent permitted by our certificate of incorporation. The holders of shares of our common stock are entitled to one
vote for each share held and each share of our common stock is entitled to participate
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equally
in dividends out of funds legally available therefor, as and when declared by our board of directors, and in the distribution of assets in the event of liquidation. The shares of our common
stock have no preemptive or conversion rights, redemption provisions or sinking fund provisions. The outstanding shares of our common stock are duly and validly issued, fully paid and nonassessable,
and any shares of our common stock issued in an offering pursuant to this prospectus and any shares of common stock issuable upon the exercise of common stock warrants or conversion or exchange of
debt securities which are convertible into or exchangeable for our common stock, or in connection with the obligations of a holder of stock purchase contracts to purchase our common stock, will be
duly and validly issued, fully paid and nonassessable.
DESCRIPTION OF SECURITIES WARRANTS
We may issue warrants for the purchase of our debt securities or common stock, either independently or together with debt securities or
common stock. We will issue each series of warrants under a separate warrant agreement between us and a bank or trust company, as agent. The warrant agent will act solely as our agent and will not
assume any obligation for any warrant holders. Copies of the forms of warrant agreements and the forms of warrant certificates are filed as exhibits to the registration statement. The following
description of certain provisions of the forms of warrant agreements and warrant certificates does not purport to be complete and is qualified in its entirety by reference to all the provisions of the
warrant agreements and the warrant certificates.
General
If we offer warrants for the purchase of debt securities, the applicable prospectus supplement will describe their terms, which may
include the following:
-
-
the title and aggregate number of the warrants;
-
-
the title, rank, aggregate principal amount, denomination, and terms of the underlying debt securities;
-
-
the currency of the underlying debt securities or of payment of the exercise price;
-
-
whether the warrants are issued as a unit with a debt security, and if so, the number of warrants attached to each such
debt security;
-
-
the date, if any, on and after which such warrants and any related securities will be transferable separately;
-
-
the principal amount of the debt securities purchasable upon exercise of each warrant and the price, or the manner of
determining the price, at which such debt securities may be purchased upon exercise;
-
-
when the warrants may be exercised and the expiration date;
-
-
United States federal income tax consequences;
-
-
the terms of any right of ours to redeem or accelerate the exercisability of such warrants;
-
-
whether the warrants are to be issued with any other securities;
-
-
the offering price; and
-
-
any other terms of the warrants.
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If
we offer warrants for the purchase of our common stock, the applicable prospectus supplement will describe their terms, which may include the
following:
-
-
the title and aggregate number of the warrants and whether the warrants will be sold with other securities;
-
-
the number of shares of common stock that may be purchased on exercise of each warrant;
-
-
the price or manner of determining the price, the manner in which the exercise price may be paid and any minimum number of
warrants exercisable at one time;
-
-
the terms of any right of ours to redeem the warrants;
-
-
the date, if any, on and after which the warrants and any related series of debt securities will be transferable
separately;
-
-
when the warrants may be exercisable and the expiration date;
-
-
the terms of any right of ours to accelerate the exercisability of the warrants;
-
-
United States federal income tax consequences; and
-
-
any other terms of the warrants.
Warrants
for the purchase of our common stock will be offered and exercisable for U.S. dollars only.
Warrants
may be exchanged for new warrants of different denominations, may, if in registered form, be presented for registration of transfer and may be exercised at the corporate trust
office of the warrant agent or any other office indicated in the applicable prospectus supplement. No service charge will be made for any permitted transfer or exchange of warrant certificates, but
holders must pay any tax or other applicable governmental charge. Prior to the exercise of any warrant to purchase underlying debt securities, holders of such warrants will not have any of the rights
of holders of the debt securities purchasable upon such exercise, including the right to receive payments of principal of, or premium, if any, or interest, if any, on the debt securities purchasable
upon such exercise or to enforce covenants in the applicable indenture. Prior to the exercise of any warrants to purchase our common stock, holders of such warrants will not have any rights of holders
of our common stock purchasable upon such exercise, including the right to receive payments of dividends, if any, on our common stock purchasable upon such exercise or to exercise any applicable right
to vote.
Exercise of Warrants
Each warrant will entitle the holder to purchase underlying debt securities or our common stock, as the case may be, at the exercise
price described in, or calculable from, the applicable prospectus supplement. Unexercised warrants will become void after the close of business on the expiration date.
Holders
can exercise warrants by delivering the exercise price and certain required information to the warrant agent. Warrants will be deemed to have been exercised upon receipt of
payment of the exercise price, subject to the receipt, within five business days, of the warrant certificate. Upon receipt of such payment and such warrant certificate properly completed and duly
executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, issue and deliver the underlying
debt securities or our common stock, as the case may be, purchasable upon such exercise. If fewer than all of the warrants represented by a warrant certificate are exercised, we will issue a new
warrant certificate for the remaining warrants. The holder of a warrant must pay any tax or other governmental charge imposed in connection with the issuance of underlying debt securities or our
common stock purchased upon exercise of a warrant.
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Modifications
The warrant agreements and the terms of the warrants may be modified or amended by us and the warrant agent, without the consent of any
holder, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained therein, or in any other manner that we deem necessary or
desirable and that will not materially adversely affect the interests of the holders of the warrants.
Together
with the warrant agent, we may also modify or amend the warrant agreement and the terms of the warrants with the consent of a majority of the holders of the then outstanding
unexercised warrants affected thereby. No modification or amendment of that type that accelerates the expiration date, increases the exercise price, reduces the number of outstanding warrants required
for consent of any such modification or amendment, or otherwise materially adversely affects the rights of the holders of the warrants, may be made without the consent of each holder affected thereby.
Common Stock Warrant Adjustments
The terms and conditions on which the exercise price of and/or the number of shares of our common stock covered by a warrant are
subject to adjustment will be set forth in the warrant certificate and the applicable prospectus supplement. Such terms will include:
-
-
provisions for adjusting the exercise price and/or the number of shares of our common stock covered by the warrant;
-
-
the events requiring an adjustment;
-
-
the events upon which we may, in lieu of making an adjustment, make proper provisions so that the holder of the warrant,
upon its exercise, would be treated as if the holder had exercised the warrant prior to the occurrence of the events; and
-
-
provisions affecting exercise in the event of certain events affecting our common stock.
DESCRIPTION OF THE STOCK PURCHASE CONTRACTS
AND THE STOCK PURCHASE UNITS
We may issue stock purchase contracts representing contracts obligating holders to purchase from us, and us to sell to the holders, a
specified number of shares of our common stock (or a range of numbers of shares pursuant to a predetermined formula) at a future date or dates. The price per share of common stock and the number of
shares of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts.
The
stock purchase contracts may be issued separately or as a part of units, often known as stock purchase units, consisting of a stock purchase contract and
either:
-
-
our debt securities; or
-
-
debt obligations of third parties, including U.S. Treasury securities;
securing
the holders' obligations to purchase the common stock under the stock purchase contracts.
The
stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and such payments may be unsecured or prefunded on some
basis. The stock purchase contracts may require holders to secure their obligations in a specified manner and in certain circumstances we may deliver newly issued prepaid stock purchase contracts,
often known as prepaid securities, upon release to a holder of any collateral securing such holder's obligations under the original stock purchase contract.
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The
applicable prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units and, if applicable, prepaid securities. The description in the
applicable prospectus supplement will not contain all of the information that you may find useful. For more information, you should review the stock purchase contracts, the collateral arrangements and
depositary arrangements, if applicable, relating to such stock purchase contracts or stock purchase units and, if applicable, the prepaid securities and the document pursuant to which the prepaid
securities will be issued. These documents will be filed with the SEC promptly after the offering of the stock purchase contracts or stock purchase units. Material United States federal income tax
considerations applicable to the stock purchase contracts and the stock purchase units will also be discussed in the applicable prospectus supplement.
PLAN OF DISTRIBUTION
We may sell the securities offered pursuant to this prospectus in one or more of the following ways from time to
time:
-
-
to or through underwriters or dealers;
-
-
through the Company directly;
-
-
through agents;
-
-
through a combination of any of these methods of sale; or
-
-
through any other methods described in a prospectus supplement.
The
prospectus supplements relating to an offering of securities will set forth the terms of such offering, including:
-
-
the name or names of any underwriters, dealers or agents;
-
-
the purchase price of the offered securities and the proceeds to us from the sale;
-
-
any underwriting discounts and commissions or agency fees and other items constituting underwriters' or agents'
compensation; and
-
-
any public offering price, any discounts or concessions allowed or reallowed or paid to dealers and any securities
exchanges on which such offered securities may be listed.
Any
public offering prices, discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
If
underwriters are used in the sale, the underwriters will acquire the offered securities for their own account and may resell them from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The offered securities may be offered either to the public through underwriting
syndicates represented by one or more managing underwriters or by one or more underwriters without a syndicate. Unless otherwise set forth in a prospectus supplement, the obligations of the
underwriters to purchase any series of securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of such series of securities if any are
purchased.
In
connection with underwritten offerings of the offered securities and in accordance with applicable law and industry practice, underwriters may over-allot or effect
transactions that stabilize, maintain or otherwise affect the market price of the offered securities at levels above those that might
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otherwise
prevail in the open market, including by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids, each of which is described
below:
-
-
A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or
maintaining the price of a security.
-
-
A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of
any purchase to reduce a short position created in connection with the offering.
-
-
A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate
member in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering transactions.
These
transactions may be effected on the New York Stock Exchange, in the over-the-counter market, or otherwise. Underwriters are not required to engage in any of
these activities, or to continue such activities if commenced.
If
a dealer is used in the sale, we will sell such offered securities to the dealer, as principal. The dealer may then resell the offered securities to the public at varying prices to be
determined by that dealer at the time for resale. The names of the dealers and the terms of the transaction will be set forth in the prospectus supplement relating to that transaction.
Offered
securities may be sold directly by us to one or more institutional purchasers, or through agents designated by us from time to time, at a fixed price or prices, which may be
changed, or at varying prices determined at the time of sale. Any agent involved in the offer or sale of the offered securities in respect of which this prospectus is delivered will be named, and any
commissions payable by us to such agent will be set forth in the prospectus supplement relating to that offering, unless otherwise indicated in such prospectus supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
Underwriters,
dealers and agents may be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments that the underwriters, dealers or agents may be required to make in respect thereof. Underwriters, dealers and agents may be customers of,
engage in transactions with, or perform services for us and our affiliates in the ordinary course of business.
Under
the securities laws of some states, the securities offered by this prospectus may be sold in those states only through registered or licensed brokers or dealers.
Any
person participating in the distribution of common stock registered under the registration statement that includes this prospectus will be subject to applicable provisions of the
Exchange Act, and applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of any of our common stock by any such person.
Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our common stock to engage in market-making activities with respect to our common stock. These
restrictions may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities with respect to our common stock.
Other
than our common stock, which is listed on the New York Stock Exchange, each of the securities issued hereunder will be a new issue of securities, will have no prior trading market,
and may or may not be listed on a national securities exchange. Any common stock sold pursuant to a prospectus supplement will be listed on the New York Stock Exchange, subject to official notice of
issuance. Any underwriters to whom we sell securities for public offering and sale may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any
market
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making
at any time without notice. We cannot assure you that there will be a market for the offered securities.
To
the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution.
VALIDITY OF THE SECURITIES
The validity of the securities being offered hereby will be passed upon for us by Winston & Strawn LLP. Any underwriters
will also be advised about the validity of the securities and other legal matters by their own counsel, which will be named in the prospectus supplement.
EXPERTS
The consolidated financial statements of Motorola Solutions, Inc. as of December 31, 2011 and 2010, and for each of the
years in the three-year period ended December 31, 2011, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2011
have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus the information we file with them, which means that we can
disclose important information to you by referring to those documents. Any statement contained or incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained herein, or in any subsequently filed document which also is incorporated by reference herein, modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference into this prospectus the
following documents:
-
(a)
-
Annual
Report on Form 10-K for the fiscal year ended December 31, 2011.
-
(b)
-
Quarterly
Report on Form 10-Q for the quarters ended March 31, 2012.
-
(c)
-
Current
Reports on Form 8-K filed on January 30, 2012, February 27, 2012 and May 1, 2012.
-
(d)
-
The
description of our common stock included in the Registration Statement on Form 8-B dated July 2, 1973, including any
amendments or reports filed for the purpose of updating such description.
-
(e)
-
All
documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the termination of this offering.
Nothing
in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of
Form 8-K.
You
may request a copy of these filings (other than exhibits, unless that exhibit is specifically incorporated by reference into that filing) at no cost, by writing to or telephoning us
at the following address:
Lewis
A. Steverson
Corporate Secretary, Motorola Solutions, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000
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$
Motorola Solutions, Inc.
% Senior Notes due 2023
PROSPECTUS SUPPLEMENT
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Citigroup
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HSBC
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Morgan Stanley
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, 2013
Grafico Azioni Motorola Solutions (NYSE:MSI)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Motorola Solutions (NYSE:MSI)
Storico
Da Lug 2023 a Lug 2024