Motorola Sets Spinoff Date

The dispersion of Freescale Semiconductor Class B common shares is slated for Dec. 2

November 9, 2004

2 Min Read

SCHAUMBURG, Ill. -- The board of directors of Motorola, Inc. (NYSE: MOT - News) announced today that the company will distribute its equity interest in Freescale Semiconductor, Inc. (NYSE: FSL - News) to Motorola shareholders on December 2, 2004.

Motorola expects to distribute to its shareholders approximately .11 of a share of Freescale Semiconductor Class B common stock for each outstanding share of Motorola common stock they own on the record date of November 26, 2004. The actual distribution ratio will be set on the record date. Cash will be delivered in lieu of fractional share interests to Motorola shareholders entitled to receive less than one share of Freescale Semiconductor Class B common stock. The distribution is structured to be tax-free to Motorola shareholders (other than with respect to any cash received in lieu of fractional shares).

"We are very pleased to report that the full separation of Freescale is imminent," said Ed Zander, chairman and CEO of Motorola. "With the separation, Motorola has created two distinct companies with clearly defined business strategies and investment characteristics. Freescale Semiconductor is an independent global leader in semiconductors and Motorola remains a global leader in wireless, broadband and automotive communications technologies. We look forward to building on Motorola's successes and advancing our vision of bringing Seamless Mobility to customers around the world."

Freescale Semiconductor Class B common stock is expected to begin trading on the New York Stock Exchange under the symbol "FSL.B" following the date of the distribution. Freescale Semiconductor Class A common stock will continue to trade under the symbol "FSL."

Given the nature of the transaction, holders of Motorola common stock who sell shares on or before December 2, 2004 will also be selling their entitlement to receive shares of Freescale Semiconductor Class B common stock in the distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of selling Motorola common stock before the distribution.

An information statement describing the distribution will be mailed to Motorola shareholders following the record date. Motorola shareholders will not be required to pay cash or other consideration when the Freescale Semiconductor Class B shares are distributed to them or to surrender or exchange their shares of Motorola common stock to receive the distribution.

Motorola Inc.

Freescale Semiconductor Inc.

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