For the exclusive use of P. Sun, 2017.

ID# CU129

PUBLISHED ON FEBRUARY 23, 2012

Motorola’s Spin-Off of Its Cell Phone Business BY KATHRYN RUDIE HARRIGAN*

Introduction In March 2008, , Inc. announced that it would split itself into two publicly traded companies by spinning off its unprofitable mobile devices handset unit in a tax-free distribution to its shareholders. The spin-off was, in fact, postponed until January 4, 2011, as Motorola prepared for this momentous strategy change. The core of Motorola was renamed Motorola Solutions, Inc. (MSI) while the divested cell phone company was called , Inc. (MMI). At the time of its announcement, the cell phone business was the largest division of Motorola (52% of its sales), with $18.9 billion in net sales in year ending December 31, 2007, (a 33% decline from year ending December 31, 2006) and a loss of $1.2 billion (see Exhibit 1). Motorola’s money-losing and notoriously volatile phone business was in such bad shape that the unit attracted doubts about whether it could survive on its own.1 The other Motorola businesses were profitable (including Motorola’s enterprise solutions and public safety units, as well as its telecommunications infrastructure and cable set-top receiver equipment businesses). Unfortunately, neither of the company’s two profitable divisions—the home and networks mobility segment nor the enterprise mobility solutions segment—enjoyed the growth prospects that excited Motorola’s investors the way its cell phone business did. TABLE 1. MOTOROLA, INC. NET SALES. Year Ended December 31 (Dollars in millions) 2008 2007 2006 Mobile Devices $12,099 $18,988 $28,383 Home & Networks Mobility $10,086 $10,014 $9,164 Enterprise Mobility Solutions $8,093 $7,729 $5,400

Author affiliation Copyright information *Henry R. Kravis Professor of Business Leadership, Columbia © 2012 by The Trustees of Columbia University in the City of New Business School York.

Acknowledgements This case is for teaching purposes only and does not represent an Aimee Picchi provided additional research support for this case. endorsement or judgment of the material included.

This case cannot be used or reproduced without explicit permission from Columbia CaseWorks. To obtain permission, please visit www.gsb.columbia.edu/caseworks, or e-mail [email protected]

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Motorola’s 2008 spin-off announcement raised a barrage of questions about how the company expected to disentangle its businesses. 2 Motorola did not disclose whether the brand and batwing logo—arguably the handset division’s most valuable assets3—would follow the mobile devices segment or stay with the core company. (Motorola’s brand name and batwing logo were as widely recognized among industrial and enterprise customers as they were among residential consumers.) Similarly Motorola’s vast treasury of patents—held at the headquarters level—benefited many of its family members in 2008 and could not be easily assigned to a single line of business because the patents affected technology used by all of its businesses.4 Dividing assets and resources among Motorola’s highly related segments was a daunting task. The cell phone division shared intellectual property, procurement, human resource management, computer systems and software, factories, procurement personnel, information systems, and other administrative services with Motorola’s other communications businesses. Motorola’s Illustrious History Motorola, Inc. was a much-admired American icon that had been showcased during the 1990s as a “Built to Last” firm. 5 From its midwestern headquarters in Schaumburg, IL, Motorola’s web page reflected the entrepreneurial enthusiasm of its organization: We are scientists. We are artists. Most of all, we are a global communications leader, powered by, and driving, seamless mobility. Motorola is revolutionizing broadband, embedded systems and wireless networks—bringing cutting-edge technologies into your everyday life, with style.6 Over its 80-year history, Motorola’s science labs had created an astonishing array of visionary networking concepts, next-generation communications devices, and a variety of ingenious solutions to complex communications problems (see Exhibit 2). Motorola had amassed a huge treasury of patented technology, but few of its amazing discoveries were easily commercialized. Preferring to “bet the company” on big projects instead of culling through its war chest of technology systematically to produce smaller, incremental products, Motorola had repeatedly flopped in the marketplace—especially in recent decades.7 RADIOS TO MICROPROCESSORS TO COMMUNICATIONS EQUIPMENT Entrepreneur Paul Galvin started his first business as a popcorn vendor when he was 13 years of age. In 1928, at age 33, he founded Galvin Manufacturing in Chicago to make battery eliminators, so early radios could run on household current instead of batteries. The following year Galvin began making car radio receivers and trying to develop a mobile radio for the police. In 1940 the company developed the first handheld, two-way radio for the US Army. Motorola went public in 1943 at $8.50 per share. What became Motorola Solutions was built on the customization of two-way communications systems for critical-use applications. Motorola exited from its founding business as it made its last car radio in 1987.

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THE ONCE-DOMINANT MICROPROCESSOR DESIGNER In 1947 Paul Galvin renamed his company Motorola (which means “sound in motion”) after its car radios. In the late 1950s Motorola started making integrated circuits and microprocessors—moving beyond its automotive industry mainstay. As the dominant producer, Motorola microprocessors were designed into the first Apple computers in the 1980s. (At that time Intel was a fledgling start-up from whom IBM bought microprocessors because Motorola’s production capacity was completely sold out.) When Paul Galvin died in 1959, his son Robert became CEO. The company’s purchase that year of a hospital-communications-systems maker led it to produce some of its first pagers, and eventually Motorola became a leader in one-way paging systems. The paging product line was added to Motorola Solutions because it involved creating high-reliability communications systems for critical-use applications. In 1974 Motorola introduced its first 8-bit microprocessor, the 6800, which was used in automotive, computing, and video-game applications. In 1979 Motorola introduced its widely popular, 16-bit MC68000 microprocessor which powered Apple’s Lisa and Macintosh home computers. In 1985 Motorola’s 32-bit MC68020 microprocessor powered the popular Unix supercomputers. 8 Because Motorola licensed its MC68020 design widely to other manufacturers, at one time there were far more MC68020 microprocessors embedded in computing equipment than there were Intel Pentium processors. In 1991 Motorola collaborated with Apple and IBM to develop their 64-bit PowerPC microprocessor chips; the PowerPC consortium was formed as a competitive counter to the increasing market power of Microsoft and Intel in computing.9 In 1998 Motorola recorded its first $2 billion restructuring charge, which contributed to a reported loss. The last vestiges of the PowerPC microprocessor alliance evaporated that same year when Motorola and IBM announced plans to work separately on the technology, thereby ceding logic chip dominance to Intel.10 Its share of the alliance’s microprocessor technology became a part of Freescale Semiconductor, which was subsequently spun off to shareholders by Motorola. THE PACE OF TECHNOLOGICAL CHANGE EXPLODES Motorola began to grow by acquisition as the pace of technological progress outpaced its internal ability to innovate. As the company grew in this fashion, critics complained that Motorola never integrated its acquired businesses adequately—leading to increasing tension among its business units and an inability to sustain a stream of industry-leading products because personnel never applied the acquired technologies serendipitously to ongoing lines of business.11 In particular, critics charged that Motorola’s CEOs failed to provide processes for instilling its much-admired, “Built to Last” culture12 into acquired business segments.13 We are a global communications leader powered by a passion to invent and an unceasing commitment to advance the way the world connects. Our communication solutions allow people, businesses, and governments to be more connected and more mobile.14

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Motorola entered the data-communications hardware market by acquiring Codex (1977) and Universal Data Systems (1978). In 1990 Motorola organized the 66-satellite Iridium communication system for sending wireless communications from anywhere in the world (which went online in 1998).15 In spring of 2000 the Iridium communication system declared bankruptcy and went out of business, leaving Motorola to oversee the de-orbiting and destruction of its satellites. Later in 2000 the Iridium system gained a reprieve from destruction when it was acquired out of bankruptcy for $25 million by a consortium of private investors who had signed on the US Department of Defense as their first customer. The Iridium network had cost about $5 billion to build and Motorola continued to be liable for guaranteeing $300 million of Iridium’s $800 million of loans to lenders.16 In 1999 Motorola signed deals to develop Internet protocol-based products with Cisco (wireless networks), (wireless network servers and base stations), and Lucent Technologies (telephony and high-speed data over cable TV systems). Also in 1999 Motorola sold its DRAM, gate array, and smart card semiconductor operations (now called ON Semiconductor) to a private equity firm. In 1977 Motorola began developing its first cellular phone system, and in 1983 the FCC approved Motorola’s DynaTAC, the world’s first portable cell phone.17 By 1985 sales of the company’s cellular handsets and wireless network systems had taken off (see Exhibit 3). In 1996 China adopted Motorola’s communications technology protocol as its national paging standard. That same year, Motorola introduced the StarTAC, its tiny and wildly successful, flip-to-open cell phone.18 Although Motorola had been a wireless pioneer, it mistimed the shift from analog to digital cell phones that allowed Nokia to become industry leader. 19 The founder’s grandson, Christopher Galvin, took over as CEO in 1997 on the heels of a major drop in profits—the result of increasing competition in the cellular phone market and a downturn in semiconductor sales. Christopher, who had sold police radios for the company as a university student, began a full-scale restructuring process that included the sale of non-core assets and the layoff of 15,000 employees.20 In 2000 Motorola agreed to outsource about 15% of its cell phone manufacturing to Flextronics, an EMS firm, for cost reduction. As part of the $30 billion deal (which was the largest outsourcing contract to date),21 Motorola took a small ownership stake in Flextronics. In early 2001 Christopher Galvin cut more than 30,000 jobs amid slow sales of semiconductors and mobile phones. 22 Later Motorola decided to cut back on its manufacturing outsourcing and sold its stake in Flextronics back to that company. It also sold its North American IT service line of business. In 2000 Motorola acquired General Instrument (cable TV set tops) in a deal valued at $17 billion. In 2002 Motorola bought RiverDelta Networks (cable network equipment) in an attempt to strengthen its broadband product line and Synchronous, an optical networking equipment maker. Motorola also formed a subsidiary, Thoughtbeam, to market its new

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compound semiconductor-on-silicon technology. (Thoughtbeam’s operations were scaled back to research and development only in early 2003.) Motorola barely earned a profit 23 in 2002, a very bad year for the entire mobile phone industry. Former General Instrument CEO Ed Breen took over as Motorola’s president and COO in early 2002 and started making operational decisions. Breen focused on improving the company’s margins 24 instead of building market share. China’s demand for mobile phones had slowed.25 Because China accounted for 20% of Motorola’s handset sales—as well as 13% of its total corporate sales—Motorola was especially vulnerable to slowing demand for cell phones. Because it was vertically integrated (Motorola’s semiconductor unit supplied the chips used in the mobile phones that it made), the negative effects of a demand slow down were compounded in its financial performance. Faced with continuing weak sales in 2002, the company continued to make layoffs—cutting 7,000 more jobs and taking $3.5 billion in restructuring charges. Later in 2002 Breen left Motorola to become chairman and CEO of Tyco International. Both chairman and CEO titles were taken by Christopher Galvin until Edward Zander was recruited to Motorola as CEO in 2004. Motorola formed a joint venture, called StarCore, with Infineon and Agere to develop DSP (digital signal processing) chips for communications systems, wireless phones, and consumer electronics in 2002, but it ceased production of its pioneering pagers that same year to focus on the development of new wireless handsets. Motorola continued to license its pager technology to other manufacturers because so many PCS-paging firms had based their business on the Motorola paging technology. In 2003 Motorola acquired the remaining shares of network equipment manufacturer Next Level Communications that it did not already own. Sales slipped slightly across all but two of Motorola’s lines of business: (i) commercial, government, and industrial solutions and (ii) integrated electronic systems, which each increased sales and profits. After disagreeing with the board of directors about Motorola’s future direction in late 2003, Christopher Galvin retired as Chairman and CEO—after leading his grandfather’s firm for only six years. Zander, the former head of Sun Microsystems, took over as CEO in 2004—becoming the first person from outside the Galvin family to lead the company without a Galvin looking over his shoulder.26 As early as 2004, irate shareholders began calling for Motorola to divest its troublesome lines of business and solve its internal problems.27 In 2004 Motorola acquired embedded-computing systems firm, Force Computers, from Solectron and passive-optical networking equipment maker, Quantum Bridge. Also in 2004 Motorola handed off its joint venture stake in StarCore when it spun off its remaining semiconductor operations to shareholders as Freescale Semiconductor, a publicly traded company. The semiconductor line of business had accounted for about 17% of Motorola’s sales in each of the fiscal years from 2001 through 2003. Motorola remained excellent in its research and through 2005, but outsiders were becoming aware of its inward-looking culture and lack of cohesion among the many business units that it had acquired. As one noted industry analyst commented: “Motorola is

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a loose confederation of warring tribes. Of course it is. It is a company of 66,000 employees. But the warring tribes never coalesced. This was the problem that Zander tried to fix. Too little, too late. Game over.” 28 Breen and Christopher Galvin could not overcome this “warring tribe” environment and nor could Zander who also tried unsuccessfully to break down the silos between business groups that slowed decision making and discouraged teamwork at Motorola. In 2004 Motorola introduced the RAZR cell phone, which sold more units than any other wireless handset in history.29 Motorola’s cell phone business celebrated a euphoric year in 2005, but Zander continued his turnaround process to improve company profits. Restructuring efforts included selling some IT services units, shifting some production back to subcontractors, and using extensive layoffs to reduce costs. Among its divestitures, Motorola sold the automotive products unit that manufactured telematics (products used for vehicle safety and navigation) to German auto parts supplier, Continental, in a 2006 deal valued at about $1 billion. Motorola rode the 2005 sales wave created by its successful RAZR phone through the first quarter of 2006, but investors feared that Motorola was buying cell phone market share at the expense of profitability; they expected a much better profit margin from the handset business than Motorola was reporting. First Global Analyst Madhu Babu observed, “The company’s aggressive focus on increasing market share by making steep price cuts in the mid to high- end phones and selling more low-end phones had a negative impact on the operating margin and profitability of its handset business.”30 Although ratings agencies raised the company’s bond rating (due to its improved cash flow and elimination of debt),31 Zander recognized that Motorola was on a financial ratings roller- coaster with its present mix of businesses.32 In 2007 Motorola started the year with a war chest of $11.2 billion to spend on strategic expenditures, but activist investors such as wanted the firm to spend its cash on stock repurchases instead of making more acquisitions.33 By the end of 2007, Zander resigned as Motorola’s CEO—after only three years of service. He was succeeded as CEO by Greg Brown, a Motorola insider.

Unscrambling an Egg When the split was announced in 2008, some critics wondered whether Motorola was dumping a dog or was actually trying to unlock shareholder value. It appeared that Motorola was giving in to investor pressures by following the time-honored corporate practice of dumping a problem child. “The danger is they are getting rid of the underperforming part of the business just to get rid of it,” commented Roger Entner, an executive at IAG Research.34 Uncertainty loomed because, while such spin-off strategies often proved successful in boosting shareholder value, critics were skeptical of Motorola’s moves—in spite of the company’s earlier success with spinning off Freescale Semiconductor.35 In particular, there

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were concerns about the mobile devices segment’s potential to thrive on its own because it was losing so much money in 2008 that splitting Motorola apart could force one (or both) of the newly-independent firms into bankruptcy protection.36 In October 2008 Motorola announced 3,000 job cuts (5% of its work force). It froze its pension plans in December, stopped making contributions to retirement plans and reduced executive pay. Motorola also scrapped its dividend at the end of 2008. In January 2009 Motorola announced its plan to cut 4,000 more jobs (mostly in the mobile devices unit) and offered the mobile devices segment for sale. But when the expression-of-interest bids for the mobile devices segment came in, they were all $1 billion lower than Motorola’s reservation price.37 By January 2010 Motorola’s auction was a dead process and Motorola sought another way to spin off its mobile devices unit. Sanjay K. Jha (formerly of Qualcomm) had been recruited as Motorola co-CEO38 in August 2008 to lead Motorola’s mobile devices division. His expertise was in cell phone semiconductors—not mobile phone design—and his early press conferences said that he intended for Motorola to emphasize upscale smartphones to compete with the BlackBerry and iPhone. Jha stated that Motorola would abandon its proprietary operating system in favor of Google’s Android operating system. As Jha explained, “Android is a flexible operating environment that has attracted thousands of developers.”39 Motorola posted a loss of $3.58 billion for the fourth quarter of 2008, which was mostly attributed to its cell phone unit (see Exhibits 4 and 5); when the cell phone business burned through $1.3 billion in the first quarter of 2009, some critics suggested that if Motorola could not fix its cell phone unit, it should just shut it down instead. As Citigroup analyst Jim Suva told Motorola management on an investor conference call, “The market is implying that, to be blunt, you can’t fix the handset business.”40

Preparing for the Split In 2008 Motorola was so deeply identified with its cell phone products that many people did not know much about its other lines of business. After Motorola’s announced plan to spin off of the mobile devices segment, investors looked more closely at the businesses that would have to support the spin-off strategy. 41 The home and networks mobility segment faced intense competition in businesses that were becoming increasingly central to mobile lifestyles. Motorola’s enterprise mobility solutions segment enjoyed high operating margins, but its growth potential seemed limited. Indeed, Motorola Solutions generated nearly all of Motorola’s cash in 2010. By mid-2010 Motorola’s restructuring plan had evolved to a two-way split that would create Motorola Solutions (led by Gregory Brown), which offered two-way radios, bar-code scanners, network routers, and cellular base stations, and Motorola Mobility (led by Sanjay Jha). The plan gave Motorola Mobility a majority of its patents, most of the company’s cash, but none of its debt or legacy costs. The split also gave Motorola Mobility the home mobility

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business—the business group that manufactured TV set-top boxes for cable television companies, cable and DSL modems, and other home mobility products.42 In July 2010 Nokia Siemens offered $1.2 billion for Motorola’s wireless-network equipment line of business.43 The network unit supplied wireless carriers with the equipment needed to build and maintain their cellular networks, including the infrastructure for the fourth- generation mobile technologies (LTE and WiMax). Network customers included China Mobile, Verizon Wireless, Sprint, Clearwire, and KDDI. Nokia Siemens was eager to break into the US market and welcomed the 7,500 employees attached to the network business. Nokia Siemens was competing against Huawei Technologies for the number two spot in global wireless infrastructure equipment sales. (The market leader was Telefon AB L.M. Ericsson.) Motorola accepted their cash.

Motorola Solutions On January 4, 2011, Motorola Solutions44 began trading on the New York Stock Exchange as an independent company.45 Nearly three years after the company’s initial spin-off plan, some confusion remained about how the company differed from Motorola Mobility and whether the two companies would compete. Responding to a question about market share among mobile phone manufacturers, Motorola Solutions CEO Brown told Bloomberg News, “Well, for Solutions, we don’t have that. We are the worldwide leader in mission-critical public safety. We’re a leader in wireless LAN. . . . We are ready to go.”46 Motorola Solutions’ products—from bar-code scanning equipment and services to two-way radios (see Exhibit 6)—had evolved from the company’s decades of research. While patent protection was extremely important to all of its lines of business, the majority of patents were assigned to Motorola Mobility with the right to license back the technologies needed by Motorola Solutions. The reason behind the decision was due to licensing, with Motorola having licensed some patents to third parties to generate revenue, and in turn licensing patents owned by others. Protecting these license agreements was especially important to the mobile devices segment’s operations.47 Because royalty and licensing fees were subject to the terms of the agreements and sales volumes of the products subject to licenses, they varied from year to year. Similarly, the divested network segment licensed Motorola’s core-enabling technologies, such as digital compression, encryption and conditional access systems, and wireless air-interface technology. Despite coming out of the split with a smaller number of patents, Motorola Solutions told investors, [O]ur remaining patent portfolio will continue to provide us with a competitive advantage in our core product areas. Furthermore, we believe we are not dependent upon a single patent or a few patents. Our success

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depends more upon our proprietary know-how, innovative skills, technical competence, and marketing abilities.48 Thus, according to its 2010 annual report, Motorola Solutions believed that it was not dependent upon a single patent, or a few patents. Rather that Motorola Solutions’ success depended more upon its proprietary know-how, innovative skills, technical competence and marketing abilities. Motorola Solutions, the integrator of products made by other Motorola segments, represented 41%49 of Motorola’s consolidated net sales in 2010. Like the handset business, Motorola Solutions focused on the growth of broadband and demand for wireless connections—but without the consumer-targeted approach of Motorola Mobility.50 As Brown told Bloomberg News, “What we do on mobile computing and our enterprise devices are industrial, blue-collar, field-service types of applications. The Mobility business is pursing white-collar corporate enterprise so, so far the twains don’t meet.”51s Motorola Solutions targeted two markets: the government and public safety arena, with clients such as the US Department of Defense, and commercial enterprises including FedEx and Wal-mart.52 Customers bought products including analog and digital two-way radio, voice and data communications products and systems for private networks, wireless broadband systems, and end-to-end enterprise mobility systems, with Motorola Solutions selling additional services such as installation, training, repairs, parts, and equipment rentals. With more than $1 billion in annual research and development spending, Motorola Solutions was a market leader of commercial enterprise mobility networks, services, applications, and devices. In the government and public safety market, which represented about two-thirds of its revenue (see Exhibits 7 and 8), Motorola Solutions offered a broad array of products and services that met evolving public safety and security needs. With nearly 80 years of experience in this space, Motorola Solutions’ products were based on both TETRA (terrestrial trunked radio) and APCO 25 (Association for Public Safety Communications Officials) standards. Motorola Solutions had published its technology and licensed patents to signatories of the industry’s two primary memorandums of understanding defined by the Telecommunications Industry Association (“TIA”), Project 25, European Telecommunications Standards Institute (“ETSI”), and TETRA. In the commercial enterprise market Motorola Solutions’ strategy was to sell products and systems that helped clients engage their customers as well as enabled mobile workers (see Exhibit 9). Through devices such as mobile computing products, advanced data capture products including bar-code scanners and imagers and radio frequency identification (“RFID”) infrastructure, Motorola Solutions’ clients could provide better information at the point of business activity, connect seamlessly, and present tools to control the mobile experience. With an increasingly mobile global workforce and more businesses seeking productivity gains, Motorola Solutions believed the commercial enterprise market represented a growth opportunity.53

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Motorola Solutions’ biggest client was the US government, which represented approximately 8% of the company’s sales. Given that some of its government contracts were long-term, losing the US government as a customer would have a material adverse effect on the firm’s financial results over several quarters. North American customers represented 57% of Motorola Solutions’ sales in 2010. A majority of Motorola Solutions’ sales were made directly by its in-house sales force, and the remainder was made through global resellers and distributors. The markets in which Motorola Solutions operated were becoming more competitive due to the industry’s continued evolution, as well as technological migration. The company competed not only with a host of major rivals such as M/A-Com, EADS, Kenwood, EF Johnson, and Cisco, but also faced the threat of large system integrators moving further into the public safety area, specifically into the federal government market. Competitors in this segment, including Motorola Solutions, sometimes served as subcontractors to large system integrators and were selected based on a number of competitive factors and customer requirements. Motorola Solutions partnered with large system integrators when favorable, making available its portfolio of services, applications, and devices. Motorola Solutions and its competitors sought to differentiate themselves across several factors, including product performance and features, as well as pricing and the availability of vendor financing. Given its customer relationships and wide range of product and service offerings, Motorola Solutions believed that the company held a unique position in the industry. Motorola Solutions retained Motorola Training and Education Center (MTEC), which had been renamed Motorola University in 1990;54 its annual Total Customer Satisfaction (TCS) competition; and the firm’s historic devotion to developing Six Sigma processes. All Motorola Solutions employees were required to receive 40 hours per year of training, which was funded by the Six Sigma Fund (and this requirement was expected to endure). Although its engineers had balked initially,55 Motorola Solutions was now deeply entrenched in its Participative Management Program (PMP) and had extended the program to include sales representatives and staff personnel by 2007. Feedback from the PMP helped Motorola Solutions to provide customer updates faster by anticipating their problems before customers even noticed them. After the sale of its network-infrastructure equipment business and the spin-off, the “warring tribes” would be gone and Motorola Solutions could concentrate on its central businesses (see Exhibits 10 through 13). While Motorola Solutions entered 2011 as a smaller but wiser firm, would the company reclaim its “Built-to-Last” core?56

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Exhibits Exhibit 1 Motorola Segment Information, 2007–2008, Sales and Operating Earnings COMPANY’S NET SALES BY REPORTABLE BUSINESS SEGMENT FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2008 AND 2007 Net Sales Three Months Ended Three Months Ended % Change December 31, 2008 December 31, 2007 from 2007 Mobile Devices $ 2,350 $ 4,811 -51% Home and Networks Mobility 2,596 2,724 -5% Enterprise Mobility Solutions 2,215 2,138 4% Segment Totals 7,161 9,673 -26% Other and Eliminations (25) (27) -7% Company Totals $ 7,136 $ 9,646 -26%

Net Sales Year Ended Year Ended % Change December 31, 2008 December 31, 2007 from 2007 Mobile Devices $ 12,099 $ 18,988 -36% Home and Networks Mobility 10,086 10,014 1% Enterprise Mobility Solutions 8,093 7,729 5% Segment Totals 30,278 36,731 -18% Other and Eliminations (132) (109) 21% Company Totals $ 30,146 $ 36,622 -18%

COMPANY’S OPERATING EARNINGS (LOSS) BY REPORTABLE BUSINESS SEGMENT FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2008 AND 2007 Operating Earnings (Loss) Three Months Ended Three Months Ended December 31, 2008 December 31, 2007 Mobile Devices $ (595) $ (388) Home and Networks Mobility 257 192 Enterprise Mobility Solutions 466 451 Segment Totals 128 255 Other and Eliminations (1,803) (274) Company Totals $ (1,675) $ (19)

Operating Earnings (Loss) Year Ended Year Ended December 31, 2008 December 31, 2007 Mobile Devices $ (2,199) $ (1,201) Home and Networks Mobility 918 709 Enterprise Mobility Solutions 1,496 1,213 Segment Totals 215 721 Other and Eliminations (2,606) (1,274)

Source: Motorola, 2008 earnings release and financial tables.

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Exhibit 2 Motorola Innovation Timeline 1928 Paul Galvin incorporates the Galvin Manufacturing Corp. in Chicago. 1930 Galvin Manufacturing enters the auto industry after designing an inexpensive car radio. Company begins developing the Motorola brand. 1939 After creating a television research and development effort, Galvin Manufacturing turns its focus to war-related projects. 1940 Galvin Manufacturing develops a device that would become a World War II icon: the Handie-Talkie portable two-way radio. 1945 Galvin Manufacturing resumes television research and within a few years becomes one of the top US television manufacturers. 1947 Galvin Manufacturing changes name to Motorola. 1956 Motorola rolls out its first pager. 1958 Motorola introduces its first stereo phonographs. 1969 NASA’s Apollo 11 lunar module transmits the first words spoken on the moon via a Motorola radio transponder. 1973 Motorola demonstrates prototype of the world’s first cellular telephone, using the DynaTAC system. 1974 The MC6800 microprocessor, Motorola’s first, is introduced. 1983 The US Federal Communications Commission grants approval to Motorola to produce the world’s first commercial handheld phone, the Motorola DynaTAC. 1984 DynaTAC becomes commercially available. 1987 Motorola produces its last car radio. 1990 Motorola organizes the Iridium satellite-communication system, which later files for bankruptcy. 2004 Motorola introduces the best-selling RAZR mobile phone; the company also manufactures its 30 millionth mobile phone. 2009 The DROID by Motorola is introduced, becoming the world’s first smartphone based on Google’s Android 2.0. Sources: Motorola.com, news reports.

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Exhibit 3 DynaTAC advertisement, 1985

Source: WirelessMuseum.org.

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Exhibit 4 Motorola’s Mobile Phone Shipments, 1997-2008

Source: Sanford C. Bernstein, BusinessInsider.com.

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Exhibit 5 Motorola 2007–2008 Fourth Quarter Operating Results

Three Months Ended December 31, 2008 September 27, 2008 December 31, 2007 Net Sales $ 7,136 $ 7,480 $ 9,646 Costs of sales 5,014 5,677 7,106 Gross margin 2,122 1,803 2,540 Selling, general and administrative expenses 988 1,044 1,273 Research and development expenditures 1,008 999 1,097 Separation-related transaction costs 18 21 - Other charges 1,708 111 101 Intangibles amortization and IPR&D 75 80 88 Operating loss (1,675) (452) (19) Other income (expense): Interest income, net 42 18 11 Gains on sales of investments and businesses, net 17 7 41 Other (8) (173) - Total other income (expense) 51 (148) 52

Earnings (loss) from continuing operations before (1,624) (600) 33 income taxes Income tax expense (benefit) 1,952 (203) (78) Earnings (loss) from continuing operations (3,576) (397) 111

Loss from discontinued operations, net of tax - - (11) Net earnings (loss) $ (3,576) $ (397) $ 100 Earnings (loss) per common share Basic: Continuing operations $ (1.57) $ (0.18) $ 0.05 Discontinued operations - - (0.01) $ (1.57) $ (0.18) $ 0.04 Diluted: Continuing operations $ (1.57) $ (0.18) $ 0.05 Discontinued operations - - (0.01) $ (1.57) $ (0.18) $ 0.04 Weighted average common shares outstanding Basic 2,273.6 2,265.9 2,280.7 Diluted 2,273.6 2,265.9 2,307.9

Dividends paid per share $ 0.05 $ 0.05 $ 0.05

Source: Motorola, 2008 earnings release and financial tables.

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Exhibit 6 Motorola Solutions Products and Services, 2010

Source: Motorola Solutions presentation for its investor road show, December 2010.

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Exhibit 7 Motorola Solutions, 2010 Year-to-Date Revenue by Division and Geographical Region

Source: Motorola Solutions presentation for its investor road show, December 2010.

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Exhibit 8 Motorola Solutions, Government Segment Revenue, in Billions

Source: Motorola Solutions presentation for its investor road show, December 2010.

Exhibit 9 Motorola Solutions, Commercial Enterprise Division, Revenue in Billions

Source: Motorola Solutions presentation for its investor road show, December 2010.

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Exhibit 10 Motorola Consolidated Statements of Operations, 2008–2010 (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) Years Ended December 31 2010 2009 2008 Net sales from products $ 5,870 $ 5,259 $ 6,306 Net sales from services 2,001 1,921 1,834 Net sales 7,871 7,180 8,140 Costs of product sales 2,673 2,374 2,880 Costs of service sales 1,281 1,237 1,171 Costs of sales 3,954 3,611 4,051 Gross margin 3,917 3,569 4,089 Selling, general and administrative expenses 1,910 1,703 1,845 Research and development expenditures 1,079 1,041 1,106 Other charges 150 255 1,817 Operating earnings (loss) 778 570 (679) Other income (expense): Interest income (expense), net (129) (133) 35 Gains on sales of investments and business, net 49 108 64 Other (7) 92 (417) Total other income (expense) (87) 67 (318) Earnings (loss) from continuing operations before income taxes 691 637 (997) Income tax expense 415 191 2,481 Earnings (loss) from continuing operations 276 446 (3,478) Earnings (loss) from discontinued operations, net of tax 374 (474) (762) Net earnings (loss) 650 (28) (4,240) Less: Earnings attributable to noncontrolling interests 17 23 4 Net earnings (loss) attributable to Motorola Solutions, Inc. $ 633 $ (51) $ (4,244) Amounts attributable to Motorola Solutions, Inc. common stockholders: Earnings (loss) from continuing operations, net of tax $ 259 $ 423 $ (3,482) Earnings (loss) from discontinued operations, net of tax 374 (474) (762) Net earnings (loss) $ 633 $ (51) $ (4,244) Earnings (loss) per common share: Basic: Continuing operations $ 0.78 $ 1.29 $ (10.76) Discontinued operations 1.12 (1.45) (2.35) $ 1.90 $ (0.16) $ (13.11)

Diluted: Continuing operations $ 0.77 $ 1.28 $ (10.76) Discontinued operations 1.10 (1.43) (2.35) $ 1.87 $ (0.15) $ (13.11)

Weighted average common shares outstanding: Basic 333.3 327.9 323.6 Diluted 338.1 329.9 323.6 Dividends paid per share $ - $ 0.35 $ 1.40 Note: Presentation gives effect to the Reverse Stock Split, which occurred on January 4, 2011. See accompanying notes to consolidated financial statements. Source: Motorola, Form 8-K, May 12, 2011.

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Exhibit 11 Motorola Consolidated Balance Sheet, 2009–2010 (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) December 31 2010 2009 ASSETS Cash and cash equivalents $ 4,208 $ 2,869 Sigma Fund and short-term investments 4,655 5,094 Accounts receivable, net 1,547 1,353 Inventories, net 521 409 Deferred income taxes 871 680 Other current assets 748 705 Current assets held for disposition 4,604 4,922 Total current assets 17,154 16,032 Property, plant and equipment, net 922 1,012 Sigma Fund 70 66 Investments 172 398 Deferred income taxes 1,920 2,633 Goodwill 1,429 1,429 Other assets 734 849 Non-current assets held for disposition 3,176 3,184 Total assets $ 25,577 $ 25,603 LIABILITIES AND STOCKHOLDERS’ EQUITY Notes payable and current portion of long-term debt $ 605 $ 536 Accounts payable 731 569 Accrued liabilities 2,574 2,269 Current liabilities held for disposition 4,800 4,887 Total current liabilities 8,710 8,261 Long-term debt 2,098 3,258 Other liabilities 3,045 3,490 Non-current liabilities held for disposition 737 711 Stockholders' Equity Preferred stock, $100 par value - - Common stock: 12/31/10 - $.01 par value; 12/31/09 - $.01 par value Authorized shares: 12/31/10 - 600.0; 12/31/09 - 600.0 Issued shares: 12/31/10 - 337.2; 12/31/09 - 330.6 Outstanding shares: 12/31/10 - 336.3; 12/31/09 - 330.3 3 3 Additional paid-in capital 8,644 8,231 Retained earnings 4,460 3,827 Accumulated other comprehensive loss (2,222) (2,286) Total Motorola Solutions, Inc. stockholders' equity 10,885 9,775 Noncontrolling interests 102 108 Total stockholders' equity 10,987 9,883 Total liabilities and stockholders' equity $ 25,577 $ 25,603 Note: Presentation gives effect to the Reverse Stock Split, which occurred on January 4, 2011. See accompanying notes to consolidated financial statements. Source: Motorola, Form 8-K, May 12, 2011.

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Exhibit 12 Motorola Consolidated Statement of Cash Flows, 2008–2010 (IN MILLIONS) Years Ended December 31 2010 2009 2008 Operating Net earnings (loss) attributable to Motorola Solutions, Inc. $ 633 $ (51) $ (4,244) Earnings attributable to noncontrolling interests 17 23 4 Net earnings (loss) 650 (28) (4,240) Earnings (loss) from discontinued operations 374 (474) (762) Earnings (loss) from continuing operations 276 446 (3,478) Adjustments to reconcile loss from continuing operations to net cash provided by operating activities: Depreciation and amortization 342 388 403 Non-cash other charges (income) (74) (72) 2,279 Share-based compensation expense 144 137 131 Gain on sales of investments and businesses, net (49) (108) (64) Loss (gain) from extinguishment of long-term debt 12 (67) (14) Deferred income taxes 384 47 2,573 Changes in assets and liabilities, net of effects of acquisitions and dispositions: Accounts receivable (83) 102 13 Inventories (111) 111 (64) Other current assets (48) 276 (40) Accounts payable and accrued liabilities 333 (621) (222) Other assets and liabilities (308) (11) (633) Net cash provided by operating activities 818 628 884 Investing

Acquisitions and investments, net (23) (17) (208) Proceeds from sales of investments and businesses, net 264 357 113 Capital expenditures (192) (136) (257) Proceeds from sales of property, plant and equipment 27 1 119 Proceeds from sales (purchases) of Sigma Fund investments, net 453 (922) 853 Proceeds from sales (purchases) of short-term investments, net (6) 186 424 Net cash provided by (used for) investing activities 523 (531) 1,044 Financing

Repayment of short-term borrowings, net (5) (86) (50) Repayment of debt (1,011) (132) (225) Issuance of common stock 179 116 145 Repurchase of common stock - - (138) Proceeds from settlement of financial instruments - - 158 Payment of dividends - (114) (453) Distributions from (to) discontinued operations 782 (68) (838) Other, net - 6 8 Net cash used for financing activities (55) (278) (1,393) Net cash provided by (used for) operating activities from discontinued operations 1,154 1 (658) Net cash used for investing activities from discontinued operations (343) (137) (324) Net cash provided by (used for) financing activities from discontinued operations (782) 68 838 Effect of exchange rate changes on cash and cash equivalents from discontinued operations (29) 68 144 Net cash provided by (used for) discontinued operations - - - Effect of exchange rate changes on cash and cash equivalents from continued operations 53 (14) (223) Net increase (decrease) in cash and cash equivalents 1,339 (195) 312 Cash and cash equivalents, beginning of year 2,869 3,064 2,752 Cash and cash equivalents, end of year $ 4,208 $ 2,869 $ 3,064 Cash Flow Information Cash paid during the year for: Interest, net $ 240 $ 320 $ 252 Income taxes net of refunds 259 159 407

Source: Motorola, Form 8-K, May 12, 2011.

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Exhibit 13 Motorola Results of Operations and Geographic Market Sales, 2008–2010 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) Years Ended December 31 % of % of % of 2010 2009 2008 sales sales sales Net sales from products $5,870 $5,259 $6,306

Net sales from services 2,001 1,921 1,834

Net sales 7,871 7,180 8,140

Cost of product sales 2,673 45.5% 2,374 45.1% 2,880 45.7% Cost of service sales 1,281 64.0% 1,237 64.4% 1,171 63.8% Costs of sales 3,954 50.2% 3,611 50.3% 4,051 49.8% Gross margin 3,917 49.8% 3,569 49.7% 4,089 50.2% Selling, general and administrative expenses 1,910 24.3% 1,703 23.7% 1,845 22.6% Research and development expenditures 1,079 13.7% 1,041 14.5% 1,106 13.6% Other charges 150 1.9% 255 3.6% 1,817 22.3% Operating earnings (loss) 778 9.9% 570 7.9% (679) (8.3%) Other income (expense): Interest income (expense), net (129) (1.6%) (133) (1.8%) 35 0.4% Gains on sales of investments and businesses, net 49 0.6% 108 1.5% 64 0.8% Other (7) (0.1%) 92 1.3% (417) (5.1%) Total other income (expense) (87) (1.1%) 67 1.0% (318) (3.9%) Earnings (loss) from continuing operations before income taxes 691 8.8% 637 8.9% (997) (12.2%) Income tax expense 415 5.3% 191 2.7% 2,481 30.5% 276 3.5% 446 6.2% (3,478) (42.7%) Less: Earnings attributable to noncontrolling interests 17 0.2% 23 0.3% 4 0.0% Earnings (loss) from continuing operations 259 3.3% 423 5.9% (3,482) (42.7%) Earnings (loss) from discontinued operations, net of tax 374 4.7% (474) (6.6%) (762) (9.4%) Net earnings (loss) $ 633 8.0% $ (51) (0.7%) $(4,244) (52.1%) Earnings (loss) per diluted common share: Continuing operations $ 0.77 $ 1.28 $(10.76)

Discontinued operations 1.10 (1.43) (2.35)

$ 1.87 $(0.15) $(13.11)

GEOGRAPHIC MARKET SALES BY LOCALE OF END CUSTOMER 2010 2009 2008 United States 47% 48% 46% Europe 16% 16% 19% Asia 12% 12% 10% Latin America 9% 8% 8% Other 16% 16% 17% 100% 100% 100%

Note: Presentation gives effect to the Revenue Stock Split, which occurred on January 4, 2011. Source: Motorola, Form 8-K, May 12, 2011.

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Endnotes

1 Mark Hachman, “Can Motorola’s Handset Business Stand Alone?,” PCMag.com, March 26, 2008, http://www.pcmag.com/article2/0,2817,2279221,00.asp. 2 Joseph Palanchar, “Motorola’s Split Leaves Many Questions Unanswered,” TWICE.com, March 26, 2008, http://www.twice.com/article/245119- Motorola_s_Split_Leaves_Many_Questions_Unanswered.php. 3 “Best Global Brands: 2008 Ranking of the Top 100 Brands,” Interbrand, http://www.interbrand.com/en/best-global-brands/best-global-brands-2008/best-global- brands-2008.aspx. Interbrand, the world’s largest branding consultancy, estimated the value of Motorola’s brand and logo at $3.72 billion in 2008, ranking it 87th among the world’s top 100 brands. 4 Sara Silver, “Motorola Hung Up by Handsets: Breaking Up Is Hard to Do When No Buyers Call,” Wall Street Journal, February 22, 2008. 5 J. C. Collins and J. I. Porras, Built to Last: Successful Habits of Visionary Companies (New York: HarperCollins, 1994). 6 Motorola web site, 2009. 7 Roger O. Crockett and Olga Kharif, “Motorola: The New CEO’s Real Challenge,” Technology, Bloomberg Businessweek, August 4, 2008, http://www.businessweek.com/technology/content/aug2008/tc2008084_094983.htm. 8 Grayson Evans and Rhett Tindall, “UNIX Vs. Oasis: The Pros and Cons,” Computing Canada, March 21, 1985. 9 “IBM, Apple Seal Promise-Laden Pact,” Computerworld, October 7, 1991. 10 Quentin Hardy, “Motorola, IBM End PowerPC Partnership,” Wall Street Journal, June 12, 1998. 11 Christopher Rhoads, “Motorola Shows Signs of Life: Telecom-Gear Maker’s Revenue Jumps, but Wall Street Is Dubious,” Wall Street Journal, July 23, 2004. 12 Companies celebrated as being “Built to Last,” such as 3M, typically had strong organizational ideologies that they deeply believed in. Only those who “fit” extremely well with the core ideology and demanding standards of a “Built to Last” company would find it a great place to work. Others would be ejected “like a virus” from the organization, and integrating an acquired outsider organization would be very difficult for a “Built to Last” company to accomplish. 13 Jennifer Reingold and Ryan Underwood, “Was Built to Last Built to Last?,” Fast Company, November 1, 2004. 14 Motorola, Inc., Form 10-K, 2009. 15 Geoff Nairn, “IRIDIUM from Science Fiction to a Fully Operational Network,” Financial Times, November 18, 1998. 16 Chris Gaither and Riva D. Atlas, “Court Orders $300 Million Paid to Banks by Motorola,” New York Times, January 09, 2002. 17 Elise Christenson, “It’s History,” Newsweek, March 17, 2003.

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18 Paul Hochman, “World’s Smallest, Lightest Cellular Phone: Motorola StarTAC,” Forbes, Winter 1996. 19 Nicole Harris, “How Motorola Roamed Astray in Cellphones,” Wall Street Journal, October 26, 2000. 20 G. Christian Hill and Don Clark, “Motorola to Slash Staff, Take Big Charge: Radical Move to Cut 10% of Work Force Is Meant to End Profit Erosion,” Wall Street Journal, June 5, 1998. 21 Scott Thurm, “Motorola Plans to Outsource Production to Flextronics in $30 Billion Agreement,” Wall Street Journal, May 31, 2000. 22 Bolaji Ojo and Nicole Lewis, “Wan Leadership, Sour Market Wilt Motorola,” EBN, April 16, 2001. 23 Caroline Daniel, “Motorola Results Offer No Clue to Sector Health,” Financial Times, January 23, 2003. 24 George A. Chidi Jr. and Douglas F. Gray, “Motorola Posts Quarterly Loss but Sees Profits Ahead,” ComputerWorld, January 23, 2002, http://www.computerworld.com/s/article/print/67624/Motorola_posts_quarterly_loss_but_se es_profits_ahead. 25 Henny Sender, “Motorola Suffers as China’s Market for Mobile Phones Starts to Slow,” Wall Street Journal, April 17, 2002. 26 “Motorola: The Ties that No Longer Bind; How Will Motorola Manage without a Galvin at the Helm?,” The Economist, September 25, 2003, http://www.economist.com/node/2087935. 27 Elizabeth Corcoran, “Making Over Motorola,” Forbes, Dec 13, 2004. 28 Howard Anderson, “10 Reasons Why Motorola Failed,” Network World, April 14, 2008. 29 Paul Taylor, “Motorola Profits up 87% on Record Handset Sales,” Financial Times, January 20, 2006. 30 Paul Taylor, “Motorola Falls Victim to its Own Success,” Financial Times, March 19, 2007, http://www.ft.com/cms/s/2/d76037ce-d5be-11db-a5c6-000b5df10621.html#axzz1nEVO621d. 31 “Motorola’s Stronger Signals,” Bloomberg Businessweek, June 1, 2005. 32 Ian Austin, “As Cellphone Industry Shifts, Motorola Needs a Quick Fix and a Long-Term Plan,” New York Times, March 23, 2007. 33 Michele Gershberg and Svea Herbst, “Icahn Seeks Seat on Motorola to Boost Share Buyback,” Reuters, January 30, 2007, http://www.reuters.com/article/2007/01/30/us-motorola- icahn-idUSN3048621820070130. 34 Laura M. Holson, “Pressured, Motorola Splits in Two,” New York Times, March 27, 2008. 35 After 50 years as a family member, Motorola decided in 2003 to spin off its then-money- losing, and also notoriously volatile, semiconductor business into a separate company. Freescale Semiconductor’s stock more than doubled in the two years from when it went public in 2004 and when it was acquired in 2006 by private investors. Meanwhile, Motorola’s stock rose by only 50% during the same period. 36 Mark Veverka, “A Motorola Spinoff is No Panacea,” Barrons, March 31, 2008.

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37 Jeffrey McCracken and Dana Cimilluca, “Motorola is Putting its Breakup on Hold: Management Weighs Keeping Handset, Networking Businesses Under One Roof,” Wall Street Journal, January 15, 2010. 38 The arrangement gave Motorola two CEOs—Sanjay Jha (who ran the mobile devices business) and Greg Brown (who ran the rest of the businesses)—who could presumably share their insights concerning the increasing interdependence of technologies represented by their respective lines of business. 39 Roger O. Crockett, “Motorola: Becoming a Peripheral Player,” Bloomberg Businessweek, February 4, 2009, http://www.businessweek.com/technology/content/feb2009/tc2009023_994085.htm. 40 Sara Silver, “Motorola Chiefs under Pressure to Stem Losses,” Wall Street Journal, February 04, 2009. 41 Paul Taylor, “Motorola Not Yet Ready to Fall on Its Razr,” Financial Times, February 13, 2009, http://www.ft.com/intl/cms/s/0/fdf72636-f970-11dd-90c1- 000077b07658.html#axzz1nEVO621d. 42 Motorola had entered the cable box business in 2000 when it acquired General Instrument for $17 billion. With more aggressive competition anticipated from Cisco Systems and others, the profitability outlook for the home mobility business seemed bleak. The increased popularity of video delivered over the Internet threatened to undercut the attractiveness of the traditional cable television business model and the older technology it used. 43 W. David Gardner, “Nokia Siemens to Buy Motorola Unit for $1.2B,” InformationWeek, July 19, 2010, http://www.informationweek.com/news/infrastructure/management/225900165. 44 Many of the facts in this section were taken from Motorola, Inc.’s 2010 10-K filing. 45 Shareholders of Motorola stock on or before December 21, 2010, were given one share of Motorola Mobility for every eight shares of Motorola common stock they held. 46 “Motorola Solutions’ Brown Interview about Outlook,” Bloomberg, January 2011, http://www.bloomberg.com/video/65659578/. 47 Motorola Mobility, Form 10-12B, Registration Statement, June 1, 2010, http://investors.motorola.com/secfiling.cfm?filingID=1193125-10-152280. 48 Motorola, 2010 Annual Report, March 2011, https://materials.proxyvote.com/Approved/620076/20110307/AR_81910/images/Motorola_Sol utions-AR2010.pdf. 49 The 41% figure cited here considers networks to be a discontinued operation. 50 Elizabeth Woyke, “Motorola Solutions: The Other Motorola,” Forbes, November 7, 2011, http://www.forbes.com/sites/elizabethwoyke/2011/10/19/motorola-solutions-the-other- motorola/. 51 “Motorola Solutions’ Brown Interview about Outlook,” Bloomberg, January 2011, http://www.bloomberg.com/video/65659578/. 52 Motorola Solutions, Road Show, December 2-10, 2010, http://files.shareholder.com/downloads/ABEA-2FO3VV/1674960570x0x426975/44a7ab5a- ecfd-47f6-b8cf-bcef51f1ad4e/Motorola_Solutions_Investor_Road_Show_-_Dec_2-10_2010.pdf.

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53 Motorola, 2010 Annual Report, March 2011, https://materials.proxyvote.com/Approved/620076/20110307/AR_81910/images/Motorola_Sol utions-AR2010.pdf. 54 J. F. Miraglia, “An Evolutionary Approach to Revolutionary Change,” People and Strategy, 1994. 55 Kevin Kelly, “Motorola: Training for the New Millennium,” Businessweek, March 28, 1994. 56 Collins and Porras, Built to Last: Successful Habits of Visionary Companies. “Built-to-Last” companies tried to stimulate progress while preserving the core—a controversial practice that created ingenious compromises but kept alive a firm’s core values (which did not change, no matter how much the world changes and which a company would continue to hold even if a competitive disadvantage).

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