Obligation Motorola Solutions 5.5% ( US620076BE80 ) en USD

Motorola Solutions

93.6 % ▼

Etas-Unis

US620076BE80 ( en USD )

5.5% par an ( paiement semestriel )

31/08/2044

Prospectus brochure de l'obligation Motorola Solutions US620076BE80 en USD 5.5%, échéance 31/08/2044

2 000 USD

400 000 000 USD

620076BE8

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/09/2024 ( Dans 128 jours )

L'Obligation émise par Motorola Solutions ( Etas-Unis ) , en USD, avec le code ISIN US620076BE80, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/08/2044

L'Obligation émise par Motorola Solutions ( Etas-Unis ) , en USD, avec le code ISIN US620076BE80, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Motorola Solutions ( Etas-Unis ) , en USD, avec le code ISIN US620076BE80, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-181223
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of each class of securities offered

Offering Price

Registration Fee(1)

% Senior Notes due 2021

$400,000,000

$51,520

% Senior Notes due 2024

$600,000,000

$77,280

% Senior Notes due 2044

$400,000,000

$51,520

Total

$1,400,000,000

$180,320

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated May 8, 2012)
$1,400,000,000
Motorola Solutions, Inc.
$400,000,000 3.500% Senior Notes due 2021
$600,000,000 4.000% Senior Notes due 2024
$400,000,000 5.500% Senior Notes due 2044
We are offering $400,000,000 aggregate principal amount of our 3.500% Senior Notes due 2021 (the "2021 notes"), $600,000,000 aggregate
principal amount of our 4.000% Senior Notes due 2024 (the "2024 notes"), and $400,000,000 aggregate principal amount of our 5.500% Senior Notes
due 2044 (the "2044 notes" and, together with the 2021 notes and the 2024 notes, the "notes").
The 2021 notes will bear interest at the rate of 3.500% per year, the 2024 notes will bear interest at the rate of 4.000% per year, and the 2044 notes
will bear interest at the rate of 5.500% per year. Interest on the 2021 notes is payable on March 1 and September 1 of each year, beginning on March 1,
2015. Interest on the 2024 notes is payable on March 1 and September 1 of each year, beginning on March 1, 2015. Interest on the 2044 notes is payable
on March 1 and September 1 of each year, beginning on March 1, 2015. The 2021 notes will mature on September 1, 2021, the 2024 notes will mature
on September 1, 2024, and the 2044 notes will mature on September 1, 2044. 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-7 of this prospectus
supplement and page 3 of the accompanying prospectus.
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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.

Per 2021
Per 2024
Per 2044

Note

Total

Note

Total

Note

Total

Initial public offering price

98.789%
$395,156,000
98.054%
$588,324,000
99.881%
$399,524,000

Underwriting discount

0.400%
$1,600,000
0.450%
$2,700,000
0.875%
$3,500,000

Proceeds, before expenses, to us

98.389%
$393,556,000
97.604%
$585,624,000
99.006%
$396,024,000

The initial public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from August 19, 2014 and
must be paid by the purchaser if the notes are delivered after August 19, 2014.
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 August 19, 2014.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup

Deutsche Bank Securities
Co-Managers
BNP PARIBAS

HSBC

RBS

Santander

US Bancorp

Wells Fargo Securities
August 12, 2014
Table of Contents
TABLE OF CONTENTS

Page

Prospectus Supplement

About this Prospectus Supplement

S-i
Special Note on Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-10
Capitalization
S-11
Description of the Notes
S-12
Certain United States Federal Income Tax Considerations
S-26
Underwriting
S-31
Legal Matters
S-36
Experts
S-36
Incorporation of Documents By Reference
S-36

Prospectus

About This Prospectus

1
Where You Can Find More Information

1
Cautionary Statement Regarding Forward-Looking Statements

2
The Company

3
Risk Factors

3
Use of Proceeds

3
Description of Securities

3
Description of Debt Securities

4
Description of Capital Stock

15
Description of Securities Warrants

16
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Description of the Stock Purchase Contracts and the Stock Purchase Units

18
Plan of Distribution

19
Validity of the Securities

21
Experts

21
Incorporation of Documents By Reference

21
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.
S-i
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: (a) our business strategies and expected results, (b) the sale of our Enterprise business to
Zebra Technologies, Inc. and the timing thereof, including the return of proceeds to shareholders in a timely manner subsequent to the close of the
transaction, (c) future payments, charges, use of accruals and expected cost-saving benefits associated with our productivity improvement plans,
reorganization of business programs, and employee separation costs, (d) our ability and cost to repatriate funds, (e) our ability and cost to access the
capital markets at our current ratings, (f) our plans with respect to the level of outstanding debt, (g) the return of capital to shareholders through
dividends and/or repurchasing shares, (h) the adequacy of our cash balances to meet current operating requirements, (i) potential contractual damages
claims, (j) the outcome and effect of ongoing and future legal proceedings and (k) 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, 2013 and our quarterly
report on Form 10-Q for the quarters ended March 29, 2014 and June 28, 2014, which are incorporated by reference herein.
S-ii
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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
We are a leading provider of mission-critical communication infrastructure, devices, software and services. Our products and services help
government, public safety and commercial customers improve their operations through increased effectiveness and efficiency of their mobile
workforces. Our customers benefit from our global footprint and thought leadership, with sales in more than 100 countries, an industry leadership
position, a comprehensive portfolio of products and services and a strong patent portfolio.
As of the second quarter of 2014, we report financial results for the following two segments:
·
Products: The Products segment offers an extensive portfolio of network infrastructure, devices, system software and applications for
the public safety, hospitality, education, manufacturing, transportation, utilities, mining and retail industries, including our: (i) "ASTRO"
products, which meet the Association of Public Safety Communications Officials Project 25 standard, (ii) "Dimetra" products which
meet the European Telecommunications Standards Institute Terrestrial Trunked Radio "TETRA" standard, (iii) Professional and
Commercial Radio ("PCR") products, (iv) integrated digital enhanced network ("iDEN") products, and (v) broadband technology
products, such as Long-Term Evolution ("LTE"). In addition, the Products segment offers smart public safety solutions including
computer-aided dispatch, records systems, data management systems and Real Time Crime Center solutions. In the second quarter of
2014, the segment's net sales were $887 million, representing 64% of our consolidated net sales.
·
Services: The Services segment has a full breadth of service offerings for both public safety and private communication networks
including: (i) Integration services, (ii) Lifecycle Management and Support services, (iii) Managed services, and (iv) Solutions services.
Integration services includes implementation, optimization, and integration of networks, devices, and applications. Lifecycle
Management and Support services includes lifecycle planning, upgrades, call center, network monitoring, and repair services. Managed
services includes managing customer networks at defined services levels. Solutions services includes integration of hardware and
software to meet customer needs. In the second quarter of 2014, the segment's net sales were $506 million, representing 36% of our
consolidated net sales.
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).
Recent Developments--Discontinued Operations
As previously disclosed, on April 14, 2014, we entered into an agreement to sell our Enterprise business to Zebra Technologies, Inc. for
$3.45 billion in cash. The transaction is expected to close by the end of 2014. Certain assets and liabilities that we have historically reported as part of
our Enterprise business operating segment, including our iDEN infrastructure business, will be excluded from the transaction. In addition, we will
retain certain corporate and general costs that have historically been allocated to the Enterprise business after the transaction.

S-1
Table of Contents
Accordingly, beginning in the second quarter of 2014, the results of operations of the portions of the Enterprise business included in the transaction
were presented in our financial statements as discontinued operations and the assets and liabilities being sold as part of the Enterprise business were
presented in our financial statements as assets and liabilities held for sale. The financial data included in this prospectus supplement gives effect to the
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discontinued operations treatment. For additional information regarding the discontinued operations treatment of our Enterprise business, refer to our
Current Report on Form 8-K, filed with the SEC on August 7, 2014, which is incorporated by reference in this prospectus supplement, and our
Quarterly Report on Form 10-Q for the quarter ended June 28, 2014, which is also incorporated by reference in this prospectus supplement.
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, 2013, 2012 and 2011 and the balance sheet data as of December 31, 2013 and 2012 have been derived from the audited consolidated
financial statements included in our Current Report on Form 8-K filed on August 7, 2014 with the SEC, which reflects the discontinued operations
treatment of our Enterprise business and is incorporated herein by reference. The summary consolidated financial data as of and for the six months
ended June 28, 2014 and June 29, 2013 has been derived from unaudited condensed consolidated financial statements filed with the SEC and
incorporated by reference herein. In the opinion of management, our unaudited summary condensed consolidated financial data reflect all adjustments of
a normal recurring nature necessary for a fair statement of such financial data. Interim results are not necessarily indicative of results of operations for
the full year. You should read the following table in conjunction with our audited consolidated financial statements and related notes in our Current
Report on Form 8-K filed on August 7, 2014 with the SEC and our unaudited condensed consolidated financial statements and related notes in our
Quarterly Report on Form 10-Q for the quarter ended June 28, 2014.

S-2
Table of Contents

Six Months Ended

June 28,
June 29,

Years Ended December 31,

2014

2013

2013

2012

2011

(in millions of dollars)

Operating Results:

Net sales from products
$
1,640 $
1,899 $
4,109 $
4,236 $
3,901
Net sales from services

982
994
2,118
2,033
1,837

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Net sales

2,622
2,893
6,227
6,269
5,738
Cost of product sales

751
840
1,808
1,795
1,697
Cost of services sales

638
610
1,310
1,280
1,114

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Cost of sales

1,389
1,450
3,118
3,075
2,811

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Gross margin

1,233
1,443
3,109
3,194
2,927
Selling, general and administrative expenses

615
665
1,330
1,472
1,422
Research and development expenditures

350
382
761
790
778
Other charges

23
20
71
12
129

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Operating earnings

245
376
947
920
598
Other income (expense):

Interest expense, net

(54)
(57)
(113)
(66)
(74)
Gains on sales of investments and businesses, net

4
7
37
26
23
Other

(9)
(3)
9
1
(66)

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Total other expense

(59)
(53)
(67)
(39)
(117)

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Earnings from continuing operations before income
taxes

186
323
880
881
481
Income tax expense (benefit)

23
(61)
(59)
211
(95)

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Earnings from continuing operations

163
384
939
670
576
Earnings from discontinued operations, net of tax

788
70
166
211
576

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Net earnings
$
951 $
454 $
1,105 $
881 $
1,152
Less: Earnings (loss) attributable to noncontrolling
interests

--
4
6
--
(6)

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Net earnings attributable to Motorola Solutions, Inc.
$
951 $
450 $
1,099 $
881 $
1,158

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?

Earnings per common share

Basic:

Continuing operations
$
0.64 $
1.40 $
3.51 $
2.29 $
1.74
Discontinued operations

3.11
0.26
0.62
0.73
1.73

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
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$
3.75 $
1.66 $
4.13 $
3.02 $
3.47
Diluted:

Continuing operations
$
0.63 $
1.37 $
3.45 $
2.25 $
1.71
Discontinued operations

3.07
0.25
0.61
0.71
1.70

?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
$
3.70 $
1.62 $
4.06 $
2.96 $
3.41
Balance Sheet:

Total assets
$ 11,868 $ 12,160 $ 11,851 $ 12,679 $ 13,929
Long-term debt

2,446
2,452
2,457
1,859
1,130
Total debt

2,450
2,456
2,461
1,863
1,535
Total stockholders' equity

4,169
2,819
3,689
3,290
5,274

S-3
Table of Contents
Ratios of Earnings to Fixed Charges
The following are the unaudited consolidated ratios of earnings to fixed charges for the six months ended June 28, 2014 and each of the years in the
three-year period ended December 31, 2013:

Years Ended December 31,
Six Months
Ended June 28,
2014

2013

2012

2011
3.9

6.9

8.2

4.1
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-4
Table of Contents
The Offering
Issuer
Motorola Solutions, Inc.

Securities
$400,000,000 aggregate principal amount of 3.500% Senior Notes due 2021, $600,000,000 aggregate principal amount of 4.000%
Offered
Senior Notes due 2024, and $400,000,000 aggregate principal amount of 5.500% Senior Notes due 2044.

Maturity
The 2021 notes will mature on September 1, 2021, the 2024 notes will mature on September 1, 2024, and the 2044 notes will mature
on September 1, 2044.

Interest Rate
The 2021 notes will bear interest at the rate of 3.500% per year, the 2024 notes will bear interest at the rate of 4.000% per year, and the
2044 notes will bear interest at the rate of 5.500% per year, in each case, from the original issuance date.

Interest
Interest on the 2021 notes is payable on March 1 and September 1 of each year, beginning on March 1, 2015. Interest on the 2024 notes
Payment
is payable on March 1 and September 1 of each year, beginning on March 1, 2015. Interest on the 2044 notes is payable on March 1 and
Dates
September 1 of each year, beginning on March 1, 2015.

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Use of
We estimate that the net proceeds from this offering will be approximately $1,373 million (after deducting underwriting discounts and
Proceeds
commissions and estimated offering expenses payable by us). We intend to use the net proceeds from the sale of the notes for general
corporate purposes, including pension contributions and the redemption of the $400 million aggregate principal amount outstanding of
our 6.0% senior notes due 2017.

Ranking of
The notes are our direct, unsecured and unsubordinated obligations and rank equal in priority with all of our existing and future
Notes
unsecured and unsubordinated indebtedness and senior in right of payment to any future subordinated indebtedness.

Optional
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
Redemption
heading "Description of the Notes--Optional Redemption."

Change of
Control
Upon the occurrence of a "change of control repurchase event," as defined under "Description of the Notes--Purchase of Notes upon a
Repurchase
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
Event
principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase.

Certain
Covenants
The indenture governing the notes contains covenants limiting our ability and our domestic subsidiaries' ability to:

· create certain liens;

S-5
Table of Contents
· enter into sale and leaseback transactions involving any principal property; and

· consolidate or merge with, or convey, transfer or lease all or substantially all our assets to, another person.

Each of these covenants is subject to a number of significant exceptions. You should read "Description of the Notes--Restrictive
Covenants" in this prospectus supplement for a description of these covenants.

Form and
We will issue the notes in fully registered form only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Denominations
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.

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
"Description of Debt Securities--Global Securities" in the accompanying prospectus.

Further Issuances
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 Notes--Further Issuances" in this prospectus supplement.

Absence of
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
Public Market
for a listing of the notes on any securities exchange or an automated dealer quotation system. Accordingly, there can be no
for the Notes
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.

Governing Law
New York.

Risk Factors
For a discussion of the factors that you should carefully consider before deciding to purchase the notes, see "Risk Factors"
beginning on page S-7 of this prospectus supplement, page 3 of the accompanying prospectus and under the heading "Risk Factors"
in the Form 10-K and Form 10-Qs incorporated by reference herein.

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S-6
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, 2013 and our quarterly reports on Form 10-Q for the quarters ended March 29, 2014 and June 28, 2014. 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 June 28, 2014, our subsidiaries accounted for approximately $5.2 billion, or 44%, of our total
consolidated assets including assets held for sale but excluding intercompany balances, and had approximately $2.2 billion of outstanding liabilities,
including trade payables and liabilities held for sale but excluding intercompany liabilities.
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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.
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
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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 Notes--Purchase 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 Notes--Purchase 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 the Notes--Restrictive Covenants" in this prospectus supplement. 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
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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:
·
time remaining to the maturity of the notes;
·
outstanding amount of the notes;
·
the terms related to optional redemption of the notes; and
·
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
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We estimate that the net proceeds from this offering will be approximately $1,373 million (after deducting underwriting discounts and
commissions and estimated offering expenses payable by us). We intend to use the net proceeds from the sale of the notes for general corporate
purposes, including pension contributions and the redemption of the $400 million aggregate principal amount outstanding of our 6.0% senior notes due
2017.
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CAPITALIZATION
The following table sets forth our consolidated short-term debt and capitalization as of June 28, 2014:
·
on an actual basis (after giving effect to the restatement for the discontinued operations treatment of our Enterprise business, as
discussed under "Recent Developments--Discontinued Operations" above), and
·
on an as adjusted basis to give effect to the sale of the notes offered hereby and the application of the net proceeds therefrom as described
in "Use of Proceeds," including the redemption of our $400.0 million outstanding 6.0% senior notes due 2017.
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.

June 28, 2014

As

Actual

Adjusted

(in millions of dollars)

Long-Term Debt

Senior notes and debentures, including fair value adjustments
$
2,408 $
2,008
Other senior debt, including current portion

42
42
Notes offered hereby

--
1,400

?
?
?
? ?
?
? ?
Total long-term debt, including current portion
$
2,450 $
3,450

?
?
?
? ?
?
? ?
?
?
?
? ?
?
? ?

Stockholders' Equity

Preferred stock (none issued)

--
--
Common stock

3
3
Additional paid-in capital

3,162
3,162
Retained earnings(1)

3,219
3,219
Accumulated other comprehensive loss

(2,245)
(2,245)
Noncontrolling interests

30
30

?
?
?
? ?
?
? ?
Total stockholders' equity

4,169
4,169

?
?
?
? ?
?
? ?
Total capitalization, including current portion of long-term debt
$
6,619 $
7,619

?
?
?
? ?
?
? ?
?
?
?
? ?
?
? ?

(1)
Amount does not reflect a charge that will be recorded upon the redemption of our 6.0% senior notes due 2017 relating to the "make-whole"
redemption premium and other expenses that will be incurred upon repaying these notes prior to their scheduled maturity. Based upon present
market conditions, we currently estimate this premium and the related expenses to be approximately $59 million on a pre-tax basis. The final
amount of this charge will depend upon the yield of the reference treasury used to calculate the redemption premium immediately prior to the
redemption date.
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DESCRIPTION OF THE NOTES
Selected provisions of the notes are summarized below. Because the notes are being issued under a new indenture, this summary replaces the
description of the debt securities under the caption "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 to be entered into on or about August 19, 2014 (the "indenture") between Motorola Solutions and The
Bank of New York Mellon Trust Company, N.A., 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
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Document Outline

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