8-K

MOTOROLA SOLUTIONS, INC.

(Registrant)

Dated: May 1, 2014

/s/ John K. Wozniak

John K. Wozniak

Corporate Vice President and Chief Accounting Officer

0001193125-14-176111.txt : 20140501 0001193125-14-176111.hdr.sgml : 20140501 20140501130052 ACCESSION NUMBER: 0001193125-14-176111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140501 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140501 DATE AS OF CHANGE: 20140501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Motorola Solutions, Inc. CENTRAL INDEX KEY: 0000068505 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 361115800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07221 FILM NUMBER: 14803495 BUSINESS ADDRESS: STREET 1: 1303 E ALGONQUIN RD CITY: SCHAUMBURG STATE: IL ZIP: 60196 BUSINESS PHONE: 8475765000 MAIL ADDRESS: STREET 1: 1303 EAST ALGONQUIN ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60196 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA DELAWARE INC DATE OF NAME CHANGE: 19760414 8-K 1 d719518d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 1, 2014

Motorola Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

DELAWARE

1-7221

36-1115800

(State or Other

Jurisdiction of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1303 East Algonquin Road

Schaumburg, Illinois

60196

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (847) 576-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

The information in this Form 8-K that is furnished under “Item 2.02. Results of Operations and Financial Condition” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On April 14, 2014, Motorola Solutions, Inc. (the “Company”) announced that it had entered into an agreement to sell the Company’s Enterprise business to Zebra Technologies, Inc. for $3.45 billion in cash. The transaction is expected to close by the end of 2014. Based on the terms and conditions of the agreement, certain assets and liabilities that have been historically reported as part of its Enterprise business operating segment, including the Company’s iDEN infrastructure business, will be excluded from the sale transaction. As a result of its entry into the agreement, beginning in the second quarter of 2014, the results of operations of the portions of the Enterprise business included in the transaction will be presented in the Company’s financial statements as discontinued operations. Certain corporate and general costs which have historically been allocated to the Enterprise business will remain with the Company after the sale of the Enterprise business.

Beginning in the second quarter of 2014, the assets and liabilities of the Enterprise business will be presented in the Company’s financial statements as assets and liabilities held for sale.

To assist in the understanding of the Company’s continuing operations, the Company has prepared pro forma sales and operating earnings information giving effect to the discontinued operations treatment of the Enterprise business for the Company for fiscal years 2012 and 2013 and for the first quarter of 2014. The pro forma financial information is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Pro forma financial information of the Company for fiscal years 2012 and 2013 and for the first quarter of 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

99.1		Pro forma financial information of the Company for fiscal years 2012 and 2013 and for the first quarter of 2014

EX-99.1 2 d719518dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Non-GAAP-1

Motorola Solutions, Inc. and Subsidiaries

Pro forma Non-GAAP Adjustments Bridge

(In millions)


Q1 2012

	TOTAL
Net sales	$	1,387
Operating earnings (“OE”)	$	151

Above-OE non-GAAP adjustments:
Share-based compensation expense		34
Reorganization of business charges		7

Total above-OE non-GAAP adjustments		41

Operating earnings after non-GAAP adjustments	$	192

Operating earnings as a percentage of net sales—GAAP		10.9	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		13.8	%


Q2 2012

	TOTAL
Net sales	$	1,537
Operating earnings	$	190

Above-OE non-GAAP adjustments:
Share-based compensation expense		42
Reorganization of business charges		9

Total above-OE non-GAAP adjustments		51

Operating earnings after non-GAAP adjustments	$	241

Operating earnings as a percentage of net sales—GAAP		12.4	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		15.7	%


Q3 2012

	TOTAL
Net sales	$	1,580
Operating earnings	$	252

Above-OE non-GAAP adjustments:
Share-based compensation expense		35
Reorganization of business charges		8

Total above-OE non-GAAP adjustments		43

Operating earnings after non-GAAP adjustments	$	295

Operating earnings as a percentage of net sales—GAAP		15.9	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		18.7	%


Q4 2012

	TOTAL
Net sales	$	1,764
Operating earnings	$	327

Above-OE non-GAAP adjustments:
Share-based compensation expense		36
Reorganization of business charges		9
Legal matter		(16	)

Total above-OE non-GAAP adjustments		29

Operating earnings after non-GAAP adjustments	$	356

Operating earnings as a percentage of net sales—GAAP		18.5	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		20.2	%


FY 2012

	TOTAL
Net sales	$	6,269
Operating earnings	$	920

Above-OE non-GAAP adjustments:
Share-based compensation expense		147
Reorganization of business charges		33
Intangibles amortization expense		1
Legal matter		(16	)

Total above-OE non-GAAP adjustments		165

Operating earnings after non-GAAP adjustments	$	1,085

Operating earnings as a percentage of net sales—GAAP		14.7	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		17.3	%

The pro forma financial data presented above reflects the removal of: (i) the pro forma results of the Enterprise business as a result of the Company’s anticipated sale of its Enterprise business, excluding the iDEN business and other specific assets and liabilities, as discussed in the Report on Form 8-K furnished with the Securities and Exchange Commission on April 15, 2014, and (ii) certain estimated costs previously allocated to the Enterprise business which will remain with Motorola Solutions after the anticipated sale. This financial data was prepared on a pro forma basis and, accordingly, the discontinued operations of the Enterprise business and the financial results of Motorola Solutions’ continuing operations may differ from what is provided above.

The pro forma financial data also contains non-GAAP financial measures within the meaning of Regulation G promulgated by the SEC. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. The non-GAAP adjustments to Operating Earnings presented above include share-based compensation expense, intangible assets amortization, and highlighted items (significant, nonrecurring items impacting operating income or expenses). The Company has provided these non-GAAP adjustments to Operating Earnings as an estimate of the financial results of the Company on a going forward basis. These non-GAAP measures are intended to help investors better understand the Company’s core operating performance, enhance comparisons of core operating performance from period to period and allow better comparisons of operating performance to its competitors on a going forward basis. These measures should be considered in addition to results prepared in accordance with GAAP, but are not a substitute for GAAP results.

Non-GAAP-2

Motorola Solutions, Inc. and Subsidiaries

Pro forma Non-GAAP Adjustments Bridge

(In millions)


Q1 2013

	TOTAL
Net sales	$	1,396
Operating earnings (“OE”)	$	173

Above-OE non-GAAP adjustments:
Share-based compensation expense		36
Reorganization of business charges		7

Total above-OE non-GAAP adjustments		43

Operating earnings after non-GAAP adjustments	$	216

Operating earnings as a percentage of net sales—GAAP		12.4	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		15.5	%


Q2 2013

	TOTAL
Net sales	$	1,497
Operating earnings	$	203

Above-OE non-GAAP adjustments:
Share-based compensation expense		27
Reorganization of business charges		18

Total above-OE non-GAAP adjustments		45

Operating earnings after non-GAAP adjustments	$	248

Operating earnings as a percentage of net sales—GAAP		13.6	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		16.6	%


Q3 2013

	TOTAL
Net sales	$	1,517
Operating earnings	$	244

Above-OE non-GAAP adjustments:
Share-based compensation expense		30
Reorganization of business charges		21
Intangibles amortization expense		1

Total above-OE non-GAAP adjustments		52

Operating earnings after non-GAAP adjustments	$	296

Operating earnings as a percentage of net sales—GAAP		16.1	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		19.5	%


Q4 2013

	TOTAL
Net sales	$	1,817
Operating earnings	$	325

Above-OE non-GAAP adjustments:
Share-based compensation expense		30
Reorganization of business charges		41

Total above-OE non-GAAP adjustments		71

Operating earnings after non-GAAP adjustments	$	396

Operating earnings as a percentage of net sales—GAAP		17.9	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		21.8	%


FY 2013

	TOTAL
Net sales	$	6,227
Operating earnings	$	946

Above-OE non-GAAP adjustments:
Share-based compensation expense		123
Reorganization of business charges		86
Intangibles amortization expense		1

Total above-OE non-GAAP adjustments		210

Operating earnings after non-GAAP adjustments	$	1,156

Operating earnings as a percentage of net sales—GAAP		15.2	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		18.6	%

Non-GAAP-3

Motorola Solutions, Inc. and Subsidiaries

Pro forma Non-GAAP Adjustments Bridge

(In millions)


Q1 2014

	TOTAL
Net sales	$	1,228
Operating earnings (“OE”)	$	102

Above-OE non-GAAP adjustments:
Share-based compensation expense		29
Reorganization of business charges		15
Intangibles amortization expense		1
Gain on sale of building and land		(21	)

Total above-OE non-GAAP adjustments		24

Operating earnings after non-GAAP adjustments	$	126

Operating earnings as a percentage of net sales—GAAP		8.3	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		10.3	%