ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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36-1115800
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $.01 Par Value per Share
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New York Stock Exchange
Chicago Stock Exchange
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Page
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•
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Building technology that is second nature to the mission-critical user
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•
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Building technology that improves productivity and safety
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•
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Driving innovation and thought leadership
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•
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Ensuring security and resiliency
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•
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Providing ongoing support for customer investments
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•
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Delivering complete solutions, comprised of infrastructure, devices, system software and applications, and services to solve complex communication needs
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•
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Motorola Solutions, Inc. Restated Certificate of Incorporation with Amendments
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•
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Conformed Restated Certificate of Incorporation of Motorola Solutions, Inc. (amended Jan. 4, 2011)
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•
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Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc. (effective Jan. 4, 2011)
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•
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Certificate of Ownership and Merger of Motorola Name Change Corporation into Motorola, Inc. (effective Jan. 4, 2011)
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•
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Motorola Solutio
ns, Inc. Amended and Restated Bylaws
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•
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Board Governance Guidelines
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•
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Director Independence Guidelines
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•
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Principles of Conduct for Members of the Motorola Solutions, Inc. Board of Directors
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•
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Motorola Solutions Code of Business Conduct, which is applicable to all Motorola Solutions employees, including the principal executive officers, the principal financial officer and the controller (principal accounting officer)
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•
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Audit Committee Charter
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•
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Compensation and Leadership Committee Charter
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•
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Governance and Nominating Committee Charter
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Period
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(a) Total Number
of Shares
Purchased
|
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(b) Average Price
Paid per
Share
(1)
|
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(c) Total Number
of Shares Purchased
as Part of Publicly
Announced Plans
or Program
(2)
|
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(d) Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Program
(2)
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||||||
9/29/13 to 10/25/13
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224,656
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|
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$
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59.65
|
|
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224,656
|
|
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$
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2,104,836,994
|
|
10/26/13 to 11/22/13
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2,398,560
|
|
|
$
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63.37
|
|
|
2,398,560
|
|
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$
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1,952,843,005
|
|
11/23/13 to 12/31/13
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2,992,530
|
|
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$
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65.67
|
|
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2,992,530
|
|
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$
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1,756,316,182
|
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Total
|
5,615,746
|
|
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$
|
64.45
|
|
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5,615,746
|
|
|
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(1)
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Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.
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(2)
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Through actions taken on July 28, 2011, January 30, 2012, July 25, 2012, and July 22, 2013, the Board of Directors has authorized the Company to repurchase an aggregate amount of up to $7.0 billion of its outstanding shares of common stock (the “share repurchase program”). The share repurchase program does not have an expiration date.
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Years Ended December 31
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||||||||||||||||||
(In millions, except per share amounts)
|
2013
|
|
2012
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|
2011
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2010
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2009
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||||||||||
Operating Results
|
|
|
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|
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||||||||||
Net sales from products
|
$
|
6,118
|
|
|
$
|
6,363
|
|
|
$
|
6,068
|
|
|
$
|
5,616
|
|
|
$
|
5,026
|
|
Net sales from services
|
2,578
|
|
|
2,335
|
|
|
2,135
|
|
|
2,001
|
|
|
1,921
|
|
|||||
Net sales
|
8,696
|
|
|
8,698
|
|
|
8,203
|
|
|
7,617
|
|
|
6,947
|
|
|||||
Costs of product sales
|
2,852
|
|
|
2,844
|
|
|
2,723
|
|
|
2,523
|
|
|
2,221
|
|
|||||
Costs of services sales
|
1,603
|
|
|
1,506
|
|
|
1,334
|
|
|
1,282
|
|
|
1,249
|
|
|||||
Costs of sales
|
4,455
|
|
|
4,350
|
|
|
4,057
|
|
|
3,805
|
|
|
3,470
|
|
|||||
Gross margin
|
4,241
|
|
|
4,348
|
|
|
4,146
|
|
|
3,812
|
|
|
3,477
|
|
|||||
Selling, general and administrative expenses
|
1,838
|
|
|
1,963
|
|
|
1,912
|
|
|
1,874
|
|
|
1,662
|
|
|||||
Research and development expenditures
|
1,055
|
|
|
1,075
|
|
|
1,035
|
|
|
1,037
|
|
|
993
|
|
|||||
Other charges
|
133
|
|
|
54
|
|
|
341
|
|
|
150
|
|
|
255
|
|
|||||
Operating earnings
|
1,215
|
|
|
1,256
|
|
|
858
|
|
|
751
|
|
|
567
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
(113
|
)
|
|
(66
|
)
|
|
(74
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)
|
|
(129
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)
|
|
(133
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)
|
|||||
Gains on sales of investments and businesses, net
|
40
|
|
|
39
|
|
|
23
|
|
|
49
|
|
|
108
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|
|||||
Other
|
3
|
|
|
(14
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)
|
|
(69
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)
|
|
(7
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)
|
|
91
|
|
|||||
Total other income (expense)
|
(70
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)
|
|
(41
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)
|
|
(120
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)
|
|
(87
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)
|
|
66
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|
|||||
Earnings from continuing operations before income taxes
|
1,145
|
|
|
1,215
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|
|
738
|
|
|
664
|
|
|
633
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|
|||||
Income tax expense (benefit)
|
40
|
|
|
337
|
|
|
(3
|
)
|
|
403
|
|
|
188
|
|
|||||
Earnings from continuing operations
|
1,105
|
|
|
878
|
|
|
741
|
|
|
261
|
|
|
445
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|
|||||
Earnings (loss) from discontinued operations, net of tax
|
—
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|
|
3
|
|
|
411
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|
|
389
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|
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(473
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)
|
|||||
Net earnings (loss)
|
1,105
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|
|
881
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|
|
1,152
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|
650
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|
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(28
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)
|
|||||
Less: Earnings (loss) attributable to noncontrolling interests
|
6
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|
|
—
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|
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(6
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)
|
|
17
|
|
|
23
|
|
|||||
Net earnings (loss) attributable to Motorola Solutions, Inc.
|
$
|
1,099
|
|
|
$
|
881
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|
|
$
|
1,158
|
|
|
$
|
633
|
|
|
$
|
(51
|
)
|
Amounts attributable to Motorola Solutions, Inc. common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations, net of tax
|
$
|
1,099
|
|
|
$
|
878
|
|
|
$
|
747
|
|
|
$
|
244
|
|
|
$
|
422
|
|
Earnings (loss) from discontinued operations, net of tax
|
—
|
|
|
3
|
|
|
411
|
|
|
389
|
|
|
(473
|
)
|
|||||
Net earnings (loss)
|
$
|
1,099
|
|
|
$
|
881
|
|
|
$
|
1,158
|
|
|
$
|
633
|
|
|
$
|
(51
|
)
|
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings from continuing operations per common share
|
$
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4.06
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|
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$
|
2.95
|
|
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$
|
2.20
|
|
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$
|
0.72
|
|
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$
|
1.28
|
|
Diluted earnings (loss) per common share
|
4.06
|
|
|
2.96
|
|
|
3.41
|
|
|
1.87
|
|
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(0.15
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)
|
|||||
Diluted weighted average common shares outstanding (in millions)
|
270.5
|
|
|
297.4
|
|
|
339.7
|
|
|
338.1
|
|
|
329.9
|
|
|||||
Dividends declared per share
|
$
|
1.14
|
|
|
$
|
0.96
|
|
|
$
|
0.22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
11,851
|
|
|
$
|
12,679
|
|
|
$
|
13,929
|
|
|
$
|
25,577
|
|
|
$
|
25,603
|
|
Long-term debt
|
2,457
|
|
|
1,859
|
|
|
1,130
|
|
|
2,098
|
|
|
3,258
|
|
|||||
Total debt
|
2,461
|
|
|
1,863
|
|
|
1,535
|
|
|
2,703
|
|
|
3,794
|
|
|||||
Total stockholders’ equity
|
3,689
|
|
|
3,290
|
|
|
5,274
|
|
|
10,987
|
|
|
9,883
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
191
|
|
|
$
|
187
|
|
|
$
|
186
|
|
|
$
|
192
|
|
|
$
|
136
|
|
% of sales
|
2.2
|
%
|
|
2.1
|
%
|
|
2.3
|
%
|
|
2.5
|
%
|
|
2.0
|
%
|
|||||
Research and development expenditures
|
$
|
1,055
|
|
|
$
|
1,075
|
|
|
$
|
1,035
|
|
|
$
|
1,037
|
|
|
$
|
993
|
|
% of sales
|
12.1
|
%
|
|
12.4
|
%
|
|
12.6
|
%
|
|
13.6
|
%
|
|
14.3
|
%
|
|||||
Year-end employment (in thousands)
|
21
|
|
|
22
|
|
|
23
|
|
|
51
|
|
|
53
|
|
•
|
Net sales were
$8.7 billion
in both
2013
and
2012
.
|
•
|
Operating earnings were
$1.2 billion
in
2013
, compared to
$1.3 billion
in
2012
. Operating margin was
14.0%
of net sales in
2013
, compared to
14.4%
of net sales in
2012
.
|
•
|
Earnings from continuing operations were
$1.1 billion
, or
$4.06
per diluted common share, including a
$1.25
tax benefit, in
2013
, compared to
$878 million
, or
$2.95
per diluted common share, in
2012
.
|
•
|
Cash from operating activities was
$944 million
in
2013
, compared to
$1.1 billion
in
2012
.
|
•
|
We provided
$1.7 billion
in cash to shareholders through share repurchases and
$292 million
in cash dividends during
2013
.
|
•
|
We issued $600 million of 3.50% senior notes due 2023 in the first quarter of 2013.
|
•
|
In the Government segment:
Net sales were
$6.0 billion
in
2013
, an
increase
of
$41 million
, or
1%
, compared to
$6.0 billion
in
2012
. On a geographic basis, net sales increased in North America, Latin America and EA and declined in APME compared to
2012
. Operating earnings were
$979 million
in
2013
, compared to
$965 million
in
2012
. Operating margin improved in
2013
to
16.2%
from
16.1%
in
2012
.
|
•
|
In the Enterprise segment:
Net sales were
$2.7 billion
in
2013
, a
decrease
of
$43 million
, or
2%
, compared to
$2.7 billion
in
2012
. On a geographic basis, net sales declined in North America and Latin America and increased in EA and APME, compared to
2012
. Operating earnings were
$236 million
in
2013
, compared to
$291 million
in
2012
. Operating margin decreased in
2013
to
8.9%
from
10.7%
in
2012
.
|
•
|
In our Government segment:
Sales, operating earnings, and operating margins increased as compared to 2012. We saw strong growth in infrastructure and services in both our ASTRO and TETRA product lines, driven by one of our best “large deal” years in our history with anticipated deployments leading to long-term revenue streams over multiple-year rollouts. One of these large deals was our first public safety LTE contract with a country outside the U.S.
|
•
|
In our Enterprise segment:
The core product lines stabilized and returned to growth over the second half of the year as we grew backlog and saw increased spending in the industry. Our focus this year has been on improving the business operationally and financially, with a stronger portfolio with investments in the Android operating platform and new devices. As Android has emerged, we are well positioned with a truly enterprise-grade portfolio, complete with our own Motorola Extensions product to enhance, integrate and secure the Android operating system. We have four new models running on the current version of Android and our MC67 is available on both Windows and Android.
|
|
Years ended December 31
|
|||||||||||||||||||
(Dollars in millions, except per share amounts)
|
2013
|
|
% of
Sales ** |
|
2012
|
|
% of
Sales ** |
|
2011
|
|
% of
Sales ** |
|||||||||
Net sales from products
|
$
|
6,118
|
|
|
|
|
$
|
6,363
|
|
|
|
|
$
|
6,068
|
|
|
|
|||
Net sales from services
|
2,578
|
|
|
|
|
2,335
|
|
|
|
|
2,135
|
|
|
|
||||||
Net sales
|
8,696
|
|
|
|
|
8,698
|
|
|
|
|
8,203
|
|
|
|
||||||
Costs of product sales
|
2,852
|
|
|
46.6
|
%
|
|
2,844
|
|
|
44.7
|
%
|
|
2,723
|
|
|
44.9
|
%
|
|||
Costs of services sales
|
1,603
|
|
|
62.2
|
%
|
|
1,506
|
|
|
64.5
|
%
|
|
1,334
|
|
|
62.5
|
%
|
|||
Costs of sales
|
4,455
|
|
|
51.2
|
%
|
|
4,350
|
|
|
50.0
|
%
|
|
4,057
|
|
|
49.5
|
%
|
|||
Gross margin
|
4,241
|
|
|
48.8
|
%
|
|
4,348
|
|
|
50.0
|
%
|
|
4,146
|
|
|
50.5
|
%
|
|||
Selling, general and administrative expenses
|
1,838
|
|
|
21.1
|
%
|
|
1,963
|
|
|
22.6
|
%
|
|
1,912
|
|
|
23.3
|
%
|
|||
Research and development expenditures
|
1,055
|
|
|
12.1
|
%
|
|
1,075
|
|
|
12.4
|
%
|
|
1,035
|
|
|
12.6
|
%
|
|||
Other charges
|
133
|
|
|
1.5
|
%
|
|
54
|
|
|
0.6
|
%
|
|
341
|
|
|
4.2
|
%
|
|||
Operating earnings
|
1,215
|
|
|
14.0
|
%
|
|
1,256
|
|
|
14.4
|
%
|
|
858
|
|
|
10.5
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net
|
(113
|
)
|
|
(1.3
|
)%
|
|
(66
|
)
|
|
(0.8
|
)%
|
|
(74
|
)
|
|
(0.9
|
)%
|
|||
Gains on sales of investments and businesses, net
|
40
|
|
|
0.5
|
%
|
|
39
|
|
|
0.4
|
%
|
|
23
|
|
|
0.3
|
%
|
|||
Other
|
3
|
|
|
—
|
%
|
|
(14
|
)
|
|
(0.2
|
)%
|
|
(69
|
)
|
|
(0.8
|
)%
|
|||
Total other expense
|
(70
|
)
|
|
(0.8
|
)%
|
|
(41
|
)
|
|
(0.5
|
)%
|
|
(120
|
)
|
|
(1.5
|
)%
|
|||
Earnings from continuing operations before income taxes
|
1,145
|
|
|
13.2
|
%
|
|
1,215
|
|
|
14.0
|
%
|
|
738
|
|
|
9.0
|
%
|
|||
Income tax expense (benefit)
|
40
|
|
|
0.5
|
%
|
|
337
|
|
|
3.9
|
%
|
|
(3
|
)
|
|
—
|
%
|
|||
Earnings from continuing operations
|
1,105
|
|
|
12.7
|
%
|
|
878
|
|
|
10.1
|
%
|
|
741
|
|
|
9.0
|
%
|
|||
Less: Earnings (loss) attributable to noncontrolling interests
|
6
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|
(6
|
)
|
|
(0.1
|
)%
|
|||
Earnings from continuing operations*
|
1,099
|
|
|
12.6
|
%
|
|
878
|
|
|
10.1
|
%
|
|
747
|
|
|
9.1
|
%
|
|||
Earnings from discontinued operations, net of tax
|
—
|
|
|
—
|
%
|
|
3
|
|
|
—
|
%
|
|
411
|
|
|
5.0
|
%
|
|||
Net earnings*
|
$
|
1,099
|
|
|
12.6
|
%
|
|
$
|
881
|
|
|
10.1
|
%
|
|
$
|
1,158
|
|
|
14.1
|
%
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
$
|
4.06
|
|
|
|
|
$
|
2.95
|
|
|
|
|
$
|
2.20
|
|
|
|
|||
Discontinued operations
|
—
|
|
|
|
|
0.01
|
|
|
|
|
1.21
|
|
|
|
||||||
|
$
|
4.06
|
|
|
|
|
$
|
2.96
|
|
|
|
|
$
|
3.41
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
North America
|
57
|
%
|
|
58
|
%
|
|
57
|
%
|
Latin America
|
8
|
%
|
|
8
|
%
|
|
9
|
%
|
EA
|
21
|
%
|
|
20
|
%
|
|
20
|
%
|
APME
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Years ended December 31
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
2013—2012
|
|
2012—2011
|
||||||||
Segment net sales
|
$
|
6,030
|
|
|
$
|
5,989
|
|
|
$
|
5,358
|
|
|
1
|
%
|
|
12
|
%
|
Operating earnings
|
979
|
|
|
965
|
|
|
616
|
|
|
1
|
%
|
|
57
|
%
|
|
Years ended December 31
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
2013—2012
|
|
2012—2011
|
||||||||
Segment net sales
|
$
|
2,666
|
|
|
$
|
2,709
|
|
|
$
|
2,845
|
|
|
(2
|
)%
|
|
(5
|
)%
|
Operating earnings
|
236
|
|
|
291
|
|
|
242
|
|
|
(19
|
)%
|
|
20
|
%
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Government
|
$
|
86
|
|
|
$
|
33
|
|
|
$
|
40
|
|
Enterprise
|
47
|
|
|
17
|
|
|
18
|
|
|||
|
$
|
133
|
|
|
$
|
50
|
|
|
$
|
58
|
|
|
1% Point
Increase |
|
1% Point
Decrease |
||||
Increase (decrease) in:
|
|
|
|
||||
U.S. pension plan net periodic pension costs
|
$
|
(11
|
)
|
|
$
|
9
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||||||
(in millions)
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Uncertain
Timeframe |
|
Thereafter
|
||||||||||||||||
Long-term debt obligations
|
$
|
2,457
|
|
|
$
|
20
|
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
406
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
2,014
|
|
Lease obligations
|
491
|
|
|
99
|
|
|
71
|
|
|
56
|
|
|
44
|
|
|
34
|
|
|
—
|
|
|
187
|
|
||||||||
Purchase obligations*
|
56
|
|
|
49
|
|
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax obligations
|
156
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|
—
|
|
||||||||
Total contractual obligations
|
$
|
3,160
|
|
|
$
|
193
|
|
|
$
|
81
|
|
|
$
|
64
|
|
|
$
|
450
|
|
|
$
|
40
|
|
|
$
|
131
|
|
|
$
|
2,201
|
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Cumulative annual proceeds received from sales:
|
|
|
|
|
|
||||||
Accounts receivable sales proceeds
|
$
|
14
|
|
|
$
|
12
|
|
|
$
|
8
|
|
Long-term receivables sales proceeds
|
151
|
|
|
178
|
|
|
224
|
|
|||
Total proceeds from receivable sales
|
$
|
165
|
|
|
$
|
190
|
|
|
$
|
232
|
|
December 31
|
2013
|
|
2012
|
||||
Finished goods
|
$
|
232
|
|
|
$
|
244
|
|
Work-in-process and production materials
|
468
|
|
|
432
|
|
||
|
700
|
|
|
676
|
|
||
Less inventory reserves
|
(178
|
)
|
|
(163
|
)
|
||
|
$
|
522
|
|
|
$
|
513
|
|
•
|
Income Approach:
To determine fair value, we discounted the expected future cash flows of the reporting units. The discount rate used represented the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in our operations and the rate of return a market participant would expect to earn. To estimate cash flows beyond the final year of our model, we used a terminal value approach. Under this approach, we used estimated operating income before interest, taxes, depreciation and amortization in the final year of the model, adjusted to estimate a normalized cash flow, applied a perpetuity growth assumption and discounted it by a perpetuity discount factor to determine the terminal value. We incorporated the present value of the resulting terminal value into the estimate of fair value.
|
•
|
Market-Based Approach:
In addition, we estimated the fair value of our reporting units using several market-based approaches, including the value that is derived based on Motorola Solutions' consolidated stock price. We also used the guideline company method, which focuses on comparing our risk profile and growth prospects to select guideline publicly traded companies.
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
2013
|
|
2012
|
||||
British Pound
|
$
|
257
|
|
|
$
|
225
|
|
Chinese Renminbi
|
(181
|
)
|
|
(99
|
)
|
||
Euro
|
(132
|
)
|
|
(9
|
)
|
||
Norwegian Krone
|
(95
|
)
|
|
(48
|
)
|
||
Brazilian Real
|
(44
|
)
|
|
3
|
|
|
Years ended December 31
|
||||||||||
(In millions, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales from products
|
$
|
6,118
|
|
|
$
|
6,363
|
|
|
$
|
6,068
|
|
Net sales from services
|
2,578
|
|
|
2,335
|
|
|
2,135
|
|
|||
Net sales
|
8,696
|
|
|
8,698
|
|
|
8,203
|
|
|||
Costs of product sales
|
2,852
|
|
|
2,844
|
|
|
2,723
|
|
|||
Costs of services sales
|
1,603
|
|
|
1,506
|
|
|
1,334
|
|
|||
Costs of sales
|
4,455
|
|
|
4,350
|
|
|
4,057
|
|
|||
Gross margin
|
4,241
|
|
|
4,348
|
|
|
4,146
|
|
|||
Selling, general and administrative expenses
|
1,838
|
|
|
1,963
|
|
|
1,912
|
|
|||
Research and development expenditures
|
1,055
|
|
|
1,075
|
|
|
1,035
|
|
|||
Other charges
|
133
|
|
|
54
|
|
|
341
|
|
|||
Operating earnings
|
1,215
|
|
|
1,256
|
|
|
858
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense, net
|
(113
|
)
|
|
(66
|
)
|
|
(74
|
)
|
|||
Gains on sales of investments and businesses, net
|
40
|
|
|
39
|
|
|
23
|
|
|||
Other
|
3
|
|
|
(14
|
)
|
|
(69
|
)
|
|||
Total other expense
|
(70
|
)
|
|
(41
|
)
|
|
(120
|
)
|
|||
Earnings from continuing operations before income taxes
|
1,145
|
|
|
1,215
|
|
|
738
|
|
|||
Income tax expense (benefit)
|
40
|
|
|
337
|
|
|
(3
|
)
|
|||
Earnings from continuing operations
|
1,105
|
|
|
878
|
|
|
741
|
|
|||
Earnings from discontinued operations, net of tax
|
—
|
|
|
3
|
|
|
411
|
|
|||
Net earnings
|
1,105
|
|
|
881
|
|
|
1,152
|
|
|||
Less: Earnings (loss) attributable to noncontrolling interests
|
6
|
|
|
—
|
|
|
(6
|
)
|
|||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
1,099
|
|
|
$
|
881
|
|
|
$
|
1,158
|
|
Amounts attributable to Motorola Solutions, Inc. common stockholders:
|
|
|
|
|
|
||||||
Earnings from continuing operations, net of tax
|
$
|
1,099
|
|
|
$
|
878
|
|
|
$
|
747
|
|
Earnings from discontinued operations, net of tax
|
—
|
|
|
3
|
|
|
411
|
|
|||
Net earnings
|
$
|
1,099
|
|
|
$
|
881
|
|
|
$
|
1,158
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.13
|
|
|
$
|
3.01
|
|
|
$
|
2.24
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
1.23
|
|
|||
|
$
|
4.13
|
|
|
$
|
3.01
|
|
|
$
|
3.47
|
|
Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.06
|
|
|
$
|
2.95
|
|
|
$
|
2.20
|
|
Discontinued operations
|
—
|
|
|
0.01
|
|
|
1.21
|
|
|||
|
$
|
4.06
|
|
|
$
|
2.96
|
|
|
$
|
3.41
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
266.0
|
|
|
292.1
|
|
|
333.8
|
|
|||
Diluted
|
270.5
|
|
|
297.4
|
|
|
339.7
|
|
|||
Dividends declared per share
|
$
|
1.14
|
|
|
$
|
0.96
|
|
|
$
|
0.22
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net earnings
|
$
|
1,105
|
|
|
$
|
881
|
|
|
$
|
1,152
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Amortization of retirement benefit adjustments, net of tax of $40, $99, and $73
|
70
|
|
|
177
|
|
|
132
|
|
|||
Mid-year remeasurement of retirement benefit adjustments and other amendment, net of tax of $-, $52, and $9
|
—
|
|
|
87
|
|
|
(77
|
)
|
|||
Remeasurement of retirement benefit adjustments, net of tax of $571, $(419), and $(332)
|
953
|
|
|
(707
|
)
|
|
(723
|
)
|
|||
Foreign currency translation adjustment, net of tax of $(7), $(4), and $(8)
|
(4
|
)
|
|
14
|
|
|
19
|
|
|||
Net gain (loss) on derivative hedging instruments, net of tax of $1, $(1), and $0
|
(2
|
)
|
|
4
|
|
|
(3
|
)
|
|||
Net unrealized gain (loss) on securities, net of tax of $1, $1, and $(1)
|
(4
|
)
|
|
1
|
|
|
(2
|
)
|
|||
Total other comprehensive income (loss)
|
1,013
|
|
|
(424
|
)
|
|
(654
|
)
|
|||
Comprehensive income
|
2,118
|
|
|
457
|
|
|
498
|
|
|||
Less: Earnings (loss) attributable to noncontrolling interest
|
6
|
|
|
—
|
|
|
(6
|
)
|
|||
Comprehensive income attributable to Motorola Solutions, Inc. common shareholders
|
$
|
2,112
|
|
|
$
|
457
|
|
|
$
|
504
|
|
|
December 31
|
||||||
(In millions, except par value)
|
2013
|
|
2012
|
||||
ASSETS
|
|||||||
Cash and cash equivalents
|
$
|
3,225
|
|
|
$
|
1,468
|
|
Sigma Fund and short-term investments
|
2
|
|
|
2,135
|
|
||
Accounts receivable, net
|
1,920
|
|
|
1,881
|
|
||
Inventories, net
|
522
|
|
|
513
|
|
||
Deferred income taxes
|
584
|
|
|
604
|
|
||
Other current assets
|
767
|
|
|
800
|
|
||
Total current assets
|
7,020
|
|
|
7,401
|
|
||
Property, plant and equipment, net
|
810
|
|
|
839
|
|
||
Investments
|
251
|
|
|
240
|
|
||
Deferred income taxes
|
2,076
|
|
|
2,416
|
|
||
Goodwill
|
1,509
|
|
|
1,510
|
|
||
Other assets
|
185
|
|
|
273
|
|
||
Total assets
|
$
|
11,851
|
|
|
$
|
12,679
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current portion of long-term debt
|
$
|
4
|
|
|
$
|
4
|
|
Accounts payable
|
814
|
|
|
705
|
|
||
Accrued liabilities
|
2,402
|
|
|
2,626
|
|
||
Total current liabilities
|
3,220
|
|
|
3,335
|
|
||
Long-term debt
|
2,457
|
|
|
1,859
|
|
||
Other liabilities
|
2,485
|
|
|
4,195
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $100 par value
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value:
|
3
|
|
|
3
|
|
||
Authorized shares: 600.0
|
|
|
|
||||
Issued shares: 12/31/13—255.5; 12/31/12—277.3
|
|
|
|
||||
Outstanding shares: 12/31/13—254.5; 12/31/12—276.1
|
|
|
|
||||
Additional paid-in capital
|
3,518
|
|
|
4,937
|
|
||
Retained earnings
|
2,425
|
|
|
1,625
|
|
||
Accumulated other comprehensive loss
|
(2,287
|
)
|
|
(3,300
|
)
|
||
Total Motorola Solutions, Inc. stockholders’ equity
|
3,659
|
|
|
3,265
|
|
||
Noncontrolling interests
|
30
|
|
|
25
|
|
||
Total stockholders’ equity
|
3,689
|
|
|
3,290
|
|
||
Total liabilities and stockholders’ equity
|
$
|
11,851
|
|
|
$
|
12,679
|
|
(In millions, except per share amounts)
|
Shares
|
|
Common Stock and Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Noncontrolling Interests
|
|||||||||
Balance as of January 1, 2011
|
337.2
|
|
|
$
|
8,647
|
|
|
$
|
(2,222
|
)
|
|
$
|
4,460
|
|
|
$
|
102
|
|
Net earnings (loss)
|
|
|
|
|
|
|
|
1,158
|
|
|
(6
|
)
|
||||||
Net unrealized loss on securities, net of tax of $(1)
|
|
|
|
|
(2
|
)
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax of $(8)
|
|
|
|
|
19
|
|
|
|
|
|
||||||||
Amortization of retirement benefit adjustments, net of tax of $73
|
|
|
|
|
132
|
|
|
|
|
|
||||||||
Mid-year remeasurement of retirement benefits, net of tax of $9
|
|
|
|
|
|
(77
|
)
|
|
|
|
|
|||||||
Year-end and other retirement adjustments, net of tax of $(332)
|
|
|
|
|
|
(723
|
)
|
|
|
|
|
|||||||
Issuance of common stock and stock options exercised
|
9.4
|
|
152
|
|
|
|
|
|
|
|
||||||||
Share repurchase program
|
(26.6
|
)
|
|
(1,110
|
)
|
|
|
|
|
|
|
|||||||
Excess tax benefit from share-based compensation
|
|
|
42
|
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
|
|
|
181
|
|
|
|
|
|
|
|
||||||||
Net loss on derivative hedging instruments, net of tax of $(0)
|
|
|
|
|
(3
|
)
|
|
|
|
|
||||||||
Distribution of Motorola Mobility
|
|
|
(836
|
)
|
|
|
|
(4,460
|
)
|
|
|
|
||||||
Dividends paid to noncontrolling interest on subsidiary common stock
|
|
|
|
|
|
|
|
|
(8
|
)
|
||||||||
Sale of noncontrolling interest in subsidiary common stock
|
|
|
|
|
|
|
|
|
(27
|
)
|
||||||||
Purchase of noncontrolling interest in subsidiary
|
|
|
|
|
|
|
|
|
(1
|
)
|
||||||||
Reclassification of share-based awards from liability to equity
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|||||||
Dividends declared
|
|
|
|
|
|
|
(142
|
)
|
|
|
|
|||||||
Balance as of December 31, 2011
|
320
|
|
|
$
|
7,074
|
|
|
$
|
(2,876
|
)
|
|
$
|
1,016
|
|
|
$
|
60
|
|
Net earnings
|
|
|
|
|
|
|
|
881
|
|
|
—
|
|
||||||
Net unrealized gain on securities, net of tax of $1
|
|
|
|
|
1
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax benefit of $(4)
|
|
|
|
|
14
|
|
|
|
|
|
||||||||
Amortization of retirement benefit adjustments, net of tax of $99
|
|
|
|
|
177
|
|
|
|
|
|
||||||||
Remeasurement of retirement benefits, net of tax of $52
|
|
|
|
|
87
|
|
|
|
|
|
||||||||
Year-end and other retirement adjustments, net of tax of $(419)
|
|
|
|
|
(707
|
)
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
6.9
|
|
|
80
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(49.6
|
)
|
|
(2,438
|
)
|
|
|
|
|
|
|
|||||||
Excess tax benefit from share-based compensation
|
|
|
20
|
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
|
|
|
184
|
|
|
|
|
|
|
|
||||||||
Net gain on derivative hedging instruments, net of tax of $(1)
|
|
|
|
|
4
|
|
|
|
|
|
||||||||
Acquisition of noncontrolling interest from Japanese subsidiary
|
|
|
20
|
|
|
|
|
|
(35
|
)
|
||||||||
Dividends declared
|
|
|
|
|
|
|
|
(272
|
)
|
|
|
|||||||
Balance as of December 31, 2012
|
277.3
|
|
|
$
|
4,940
|
|
|
$
|
(3,300
|
)
|
|
$
|
1,625
|
|
|
$
|
25
|
|
Net earnings
|
|
|
|
|
|
|
1,099
|
|
|
6
|
|
|||||||
Net unrealized loss on securities, net of tax of $1
|
|
|
|
|
(4
|
)
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax of $(7)
|
|
|
|
|
(4
|
)
|
|
|
|
|
||||||||
Amortization of retirement benefit adjustments, net of tax of $40
|
|
|
|
|
70
|
|
|
|
|
|
||||||||
Year-end and other retirement adjustments, net of tax of $571
|
|
|
|
|
|
|
953
|
|
|
|
|
|
||||||
Issuance of common stock and stock options exercised
|
6.8
|
|
|
100
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(28.6
|
)
|
|
(1,694
|
)
|
|
|
|
|
|
|
|||||||
Excess tax benefit from share-based compensation
|
|
|
|
25
|
|
|
|
|
|
|
|
|||||||
Share-based compensation expense
|
|
|
153
|
|
|
|
|
|
|
|
||||||||
Net loss on derivative hedging instruments, net of tax of $1
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
||||||
Purchase of noncontrolling interest in subsidiary
|
|
|
(3
|
)
|
|
|
|
|
|
(1
|
)
|
|||||||
Dividends declared
|
|
|
|
|
|
|
|
|
(299
|
)
|
|
|
||||||
Balance as of December 31, 2013
|
255.5
|
|
|
$
|
3,521
|
|
|
$
|
(2,287
|
)
|
|
$
|
2,425
|
|
|
$
|
30
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Operating
|
|
|
|
|
|
||||||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
1,099
|
|
|
$
|
881
|
|
|
$
|
1,158
|
|
Earnings attributable to noncontrolling interests
|
6
|
|
|
—
|
|
|
(6
|
)
|
|||
Net earnings
|
1,105
|
|
|
881
|
|
|
1,152
|
|
|||
Earnings from discontinued operations, net of tax
|
—
|
|
|
3
|
|
|
411
|
|
|||
Earnings from continuing operations, net of tax
|
1,105
|
|
|
878
|
|
|
741
|
|
|||
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
228
|
|
|
208
|
|
|
366
|
|
|||
Non-cash other charges (income)
|
(12
|
)
|
|
11
|
|
|
34
|
|
|||
Share-based compensation expense
|
153
|
|
|
184
|
|
|
168
|
|
|||
Gains on sales of investments and businesses, net
|
(40
|
)
|
|
(39
|
)
|
|
(23
|
)
|
|||
Loss from the extinguishment of long term debt
|
—
|
|
|
6
|
|
|
81
|
|
|||
Deferred income taxes
|
(231
|
)
|
|
242
|
|
|
63
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(66
|
)
|
|
81
|
|
|
(250
|
)
|
|||
Inventories
|
(10
|
)
|
|
(3
|
)
|
|
(14
|
)
|
|||
Other current assets
|
51
|
|
|
(118
|
)
|
|
61
|
|
|||
Accounts payable and accrued liabilities
|
(201
|
)
|
|
(162
|
)
|
|
(191
|
)
|
|||
Other assets and liabilities
|
(33
|
)
|
|
(220
|
)
|
|
(188
|
)
|
|||
Net cash provided by operating activities from continuing operations
|
944
|
|
|
1,068
|
|
|
848
|
|
|||
Investing
|
|
|
|
|
|
||||||
Acquisitions and investments, net
|
(65
|
)
|
|
(109
|
)
|
|
(32
|
)
|
|||
Proceeds from (used for) sales of investments and businesses, net
|
67
|
|
|
(38
|
)
|
|
1,124
|
|
|||
Capital expenditures
|
(191
|
)
|
|
(187
|
)
|
|
(186
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
66
|
|
|
56
|
|
|
6
|
|
|||
Proceeds from sales of Sigma Fund investments, net
|
2,133
|
|
|
1,075
|
|
|
1,508
|
|
|||
Proceeds from sales of short-term investments, net
|
—
|
|
|
—
|
|
|
6
|
|
|||
Net cash provided by investing activities from continuing operations
|
2,010
|
|
|
797
|
|
|
2,426
|
|
|||
Financing
|
|
|
|
|
|
||||||
Repayment of debt
|
(4
|
)
|
|
(413
|
)
|
|
(1,219
|
)
|
|||
Net proceeds from issuance of debt
|
593
|
|
|
747
|
|
|
—
|
|
|||
Contributions to Motorola Mobility
|
—
|
|
|
(73
|
)
|
|
(3,425
|
)
|
|||
Issuance of common stock
|
165
|
|
|
133
|
|
|
192
|
|
|||
Purchase of common stock
|
(1,694
|
)
|
|
(2,438
|
)
|
|
(1,110
|
)
|
|||
Excess tax benefit from share-based compensation
|
25
|
|
|
20
|
|
|
42
|
|
|||
Payment of dividends
|
(292
|
)
|
|
(270
|
)
|
|
(72
|
)
|
|||
Distributions to discontinued operations
|
—
|
|
|
(11
|
)
|
|
64
|
|
|||
Net cash used for financing activities from continuing operations
|
(1,207
|
)
|
|
(2,305
|
)
|
|
(5,528
|
)
|
|||
Net cash provided by operating activities from discontinued operations
|
—
|
|
|
2
|
|
|
26
|
|
|||
Net cash provided by investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||
Net cash provided by financing activities from discontinued operations
|
—
|
|
|
11
|
|
|
(64
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents from discontinued operations
|
—
|
|
|
(13
|
)
|
|
46
|
|
|||
Net cash provided by discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Effect of exchange rate changes on cash and cash equivalents from continuing operations
|
10
|
|
|
27
|
|
|
(73
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
1,757
|
|
|
(413
|
)
|
|
(2,327
|
)
|
|||
Cash and cash equivalents, beginning of period
|
1,468
|
|
|
1,881
|
|
|
4,208
|
|
|||
Cash and cash equivalents, end of period
|
$
|
3,225
|
|
|
$
|
1,468
|
|
|
$
|
1,881
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest, net
|
$
|
122
|
|
|
$
|
109
|
|
|
$
|
166
|
|
Income and withholding taxes, net of refunds
|
246
|
|
|
127
|
|
|
107
|
|
Years ended December 31
|
2012
|
|
2011
|
||||
Net sales
|
$
|
—
|
|
|
$
|
1,346
|
|
Operating earnings
|
11
|
|
|
201
|
|
||
Gains (loss) on sales of investments and businesses, net
|
(7
|
)
|
|
474
|
|
||
Earnings before income taxes
|
8
|
|
|
667
|
|
||
Income tax expense
|
5
|
|
|
256
|
|
||
Earnings from discontinued operations, net of tax
|
3
|
|
|
411
|
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Other charges:
|
|
|
|
|
|
||||||
Intangibles amortization
|
$
|
26
|
|
|
$
|
29
|
|
|
$
|
200
|
|
Reorganization of businesses
|
107
|
|
|
41
|
|
|
52
|
|
|||
Legal and related insurance matters, net
|
—
|
|
|
(16
|
)
|
|
88
|
|
|||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|||
|
$
|
133
|
|
|
$
|
54
|
|
|
$
|
341
|
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Interest income (expense), net:
|
|
|
|
|
|
||||||
Interest expense
|
$
|
(132
|
)
|
|
$
|
(108
|
)
|
|
$
|
(132
|
)
|
Interest income
|
19
|
|
|
42
|
|
|
58
|
|
|||
|
$
|
(113
|
)
|
|
$
|
(66
|
)
|
|
$
|
(74
|
)
|
Other:
|
|
|
|
|
|
||||||
Loss from the extinguishment of long-term debt
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
(81
|
)
|
Investment impairments
|
(6
|
)
|
|
(8
|
)
|
|
(4
|
)
|
|||
Foreign currency gain (loss)
|
(12
|
)
|
|
(13
|
)
|
|
8
|
|
|||
Gains on equity method investments
|
10
|
|
|
3
|
|
|
12
|
|
|||
Other
|
11
|
|
|
10
|
|
|
(4
|
)
|
|||
|
$
|
3
|
|
|
$
|
(14
|
)
|
|
$
|
(69
|
)
|
|
Earnings from Continuing Operations
|
|
Net Earnings
|
||||||||||||||||||||
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings
|
$
|
1,099
|
|
|
$
|
878
|
|
|
$
|
747
|
|
|
$
|
1,099
|
|
|
$
|
881
|
|
|
$
|
1,158
|
|
Weighted average common shares outstanding
|
266.0
|
|
|
292.1
|
|
|
333.8
|
|
|
266.0
|
|
|
292.1
|
|
|
333.8
|
|
||||||
Per share amount
|
$
|
4.13
|
|
|
$
|
3.01
|
|
|
$
|
2.24
|
|
|
$
|
4.13
|
|
|
$
|
3.01
|
|
|
$
|
3.47
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings
|
$
|
1,099
|
|
|
$
|
878
|
|
|
$
|
747
|
|
|
$
|
1,099
|
|
|
$
|
881
|
|
|
$
|
1,158
|
|
Weighted average common shares outstanding
|
266.0
|
|
|
292.1
|
|
|
333.8
|
|
|
266.0
|
|
|
292.1
|
|
|
333.8
|
|
||||||
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Share-based awards
|
4.5
|
|
|
5.3
|
|
|
5.9
|
|
|
4.5
|
|
|
5.3
|
|
|
5.9
|
|
||||||
Diluted weighted average common shares outstanding
|
270.5
|
|
|
297.4
|
|
|
339.7
|
|
|
270.5
|
|
|
297.4
|
|
|
339.7
|
|
||||||
Per share amount
|
$
|
4.06
|
|
|
$
|
2.95
|
|
|
$
|
2.20
|
|
|
$
|
4.06
|
|
|
$
|
2.96
|
|
|
$
|
3.41
|
|
Cash
|
$
|
149
|
|
Government, agency, and government-sponsored enterprise obligations
|
1,984
|
|
|
|
$
|
2,133
|
|
|
Recorded Value
|
|
Less
|
|
|
||||||||||
December 31, 2013
|
Short-term
Investments |
|
Investments
|
|
Unrealized
Gains |
|
Cost
Basis |
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Government, agency, and government-sponsored enterprise obligations
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Corporate bonds
|
2
|
|
|
7
|
|
|
—
|
|
|
9
|
|
||||
Mutual funds
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Common stock and equivalents
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
|
2
|
|
|
35
|
|
|
—
|
|
|
37
|
|
||||
Other investments, at cost
|
—
|
|
|
201
|
|
|
—
|
|
|
201
|
|
||||
Equity method investments
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
|
$
|
2
|
|
|
$
|
251
|
|
|
$
|
—
|
|
|
$
|
253
|
|
|
Recorded Value
|
|
Less
|
|
|
||||||||||
December 31, 2012
|
Short-term
Investments |
|
Investments
|
|
Unrealized
Gains |
|
Cost
Basis |
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Government, agency, and government-sponsored enterprise obligations
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Corporate bonds
|
2
|
|
|
11
|
|
|
—
|
|
|
13
|
|
||||
Mortgage-backed securities
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Common stock and equivalents
|
—
|
|
|
10
|
|
|
3
|
|
|
7
|
|
||||
|
2
|
|
|
38
|
|
|
3
|
|
|
37
|
|
||||
Other investments, at cost
|
—
|
|
|
189
|
|
|
—
|
|
|
189
|
|
||||
Equity method investments
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
|
$
|
2
|
|
|
$
|
240
|
|
|
$
|
3
|
|
|
$
|
239
|
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Gains on sales of investments, net
|
$
|
40
|
|
|
$
|
39
|
|
|
$
|
17
|
|
Gains on sales of businesses, net
|
—
|
|
|
—
|
|
|
6
|
|
|||
|
$
|
40
|
|
|
$
|
39
|
|
|
$
|
23
|
|
December 31
|
2013
|
|
2012
|
||||
Accounts receivable
|
$
|
1,976
|
|
|
$
|
1,932
|
|
Less allowance for doubtful accounts
|
(56
|
)
|
|
(51
|
)
|
||
|
$
|
1,920
|
|
|
$
|
1,881
|
|
December 31
|
2013
|
|
2012
|
||||
Finished goods
|
$
|
232
|
|
|
$
|
244
|
|
Work-in-process and production materials
|
468
|
|
|
432
|
|
||
|
700
|
|
|
676
|
|
||
Less inventory reserves
|
(178
|
)
|
|
(163
|
)
|
||
|
$
|
522
|
|
|
$
|
513
|
|
December 31
|
2013
|
|
2012
|
||||
Costs and earnings in excess of billings
|
$
|
390
|
|
|
$
|
416
|
|
Contract-related deferred costs
|
105
|
|
|
141
|
|
||
Tax-related deposits and refunds receivable
|
113
|
|
|
95
|
|
||
Other
|
159
|
|
|
148
|
|
||
|
$
|
767
|
|
|
$
|
800
|
|
December 31
|
2013
|
|
2012
|
||||
Land
|
$
|
36
|
|
|
$
|
38
|
|
Building
|
649
|
|
|
739
|
|
||
Machinery and equipment
|
1,938
|
|
|
1,932
|
|
||
|
2,623
|
|
|
2,709
|
|
||
Less accumulated depreciation
|
(1,813
|
)
|
|
(1,870
|
)
|
||
|
$
|
810
|
|
|
$
|
839
|
|
December 31
|
2013
|
|
2012
|
||||
Intangible assets
|
$
|
87
|
|
|
$
|
109
|
|
Long-term receivables
|
6
|
|
|
60
|
|
||
Other
|
92
|
|
|
104
|
|
||
|
$
|
185
|
|
|
$
|
273
|
|
December 31
|
2013
|
|
2012
|
||||
Deferred revenue
|
$
|
778
|
|
|
$
|
820
|
|
Compensation
|
334
|
|
|
424
|
|
||
Billings in excess of costs and earnings
|
295
|
|
|
387
|
|
||
Tax liabilities
|
95
|
|
|
95
|
|
||
Customer reserves
|
146
|
|
|
144
|
|
||
Dividend payable
|
79
|
|
|
72
|
|
||
Other
|
675
|
|
|
684
|
|
||
|
$
|
2,402
|
|
|
$
|
2,626
|
|
December 31
|
2013
|
|
2012
|
||||
Defined benefit plans, including split dollar life insurance arrangements
|
$
|
1,759
|
|
|
$
|
3,389
|
|
Postretirement health care benefit plan
|
117
|
|
|
167
|
|
||
Deferred revenue
|
302
|
|
|
304
|
|
||
Unrecognized tax benefits
|
102
|
|
|
98
|
|
||
Other
|
205
|
|
|
237
|
|
||
|
$
|
2,485
|
|
|
$
|
4,195
|
|
|
Gains and Losses on Cash Flow Hedges
|
|
Unrealized Gains and Losses on Available-for-Sale Securities
|
|
Retirement Benefit Items
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||||
Balance as of December 31, 2012
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
(3,211
|
)
|
|
$
|
(92
|
)
|
|
$
|
(3,300
|
)
|
Other comprehensive income (loss) before reclassifications
|
(1
|
)
|
|
(1
|
)
|
|
953
|
|
|
(4
|
)
|
|
947
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(1
|
)
|
|
(3
|
)
|
|
70
|
|
|
—
|
|
|
66
|
|
|||||
Net current-period other comprehensive income (loss)
|
(2
|
)
|
|
(4
|
)
|
|
1,023
|
|
|
(4
|
)
|
|
1,013
|
|
|||||
Balance as of December 31, 2013
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
$
|
(2,188
|
)
|
|
$
|
(96
|
)
|
|
$
|
(2,287
|
)
|
Year ended December 31
|
2013
|
|
|
||
Gains on cash flow hedges:
|
|
|
|
||
Foreign exchange contracts
|
$
|
(1
|
)
|
|
Cost of sales
|
|
$
|
(1
|
)
|
|
Net of tax
|
Unrealized Gains and Losses on Available-for-Sale Securities:
|
|
|
|
||
Realized loss (gain)
|
$
|
(4
|
)
|
|
Gains on sales of investments and businesses, net
|
|
1
|
|
|
Tax expense
|
|
|
$
|
(3
|
)
|
|
Net of tax
|
Amortization of Retirement Benefit Items:
|
|
|
|
||
Prior-service costs
|
$
|
(49
|
)
|
|
Selling, general, and administrative expenses
|
Actuarial net losses
|
159
|
|
|
Selling, general, and administrative expenses
|
|
|
110
|
|
|
Total before tax
|
|
|
(40
|
)
|
|
Tax benefit
|
|
|
$
|
70
|
|
|
Net of tax
|
Total reclassifications for the period, net of tax
|
$
|
66
|
|
|
|
December 31
|
2013
|
|
2012
|
||||
6.0% senior notes due 2017
|
399
|
|
|
399
|
|
||
3.75% senior notes due 2022
|
747
|
|
|
747
|
|
||
3.5% senior notes due 2023
|
593
|
|
|
—
|
|
||
6.5% debentures due 2025
|
118
|
|
|
118
|
|
||
7.5% debentures due 2025
|
346
|
|
|
346
|
|
||
6.5% debentures due 2028
|
36
|
|
|
36
|
|
||
6.625% senior notes due 2037
|
54
|
|
|
54
|
|
||
5.22% debentures due 2097
|
89
|
|
|
89
|
|
||
Other long-term debt
|
58
|
|
|
45
|
|
||
|
2,440
|
|
|
1,834
|
|
||
Adjustments, primarily unamortized gains on interest rate swap terminations
|
21
|
|
|
29
|
|
||
Less: current portion
|
(4
|
)
|
|
(4
|
)
|
||
Long-term debt
|
$
|
2,457
|
|
|
$
|
1,859
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
2013
|
|
2012
|
||||
British Pound
|
$
|
257
|
|
|
$
|
225
|
|
Chinese Renminbi
|
(181
|
)
|
|
(99
|
)
|
||
Euro
|
(132
|
)
|
|
(9
|
)
|
||
Norwegian Krone
|
(95
|
)
|
|
(48
|
)
|
||
Brazilian Real
|
(44
|
)
|
|
3
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
December 31, 2013
|
Fair
Value |
|
Balance
Sheet Location |
|
Fair
Value |
|
Balance
Sheet Location |
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
Other assets
|
|
$
|
1
|
|
|
Other liabilities
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
4
|
|
|
Other assets
|
|
1
|
|
|
Other liabilities
|
||
Interest agreements
|
—
|
|
|
Other assets
|
|
3
|
|
|
Other liabilities
|
||
Total derivatives not designated as hedging instruments
|
4
|
|
|
|
|
4
|
|
|
|
||
Total derivatives
|
$
|
4
|
|
|
|
|
$
|
5
|
|
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
December 31, 2012
|
Fair
Value |
|
Balance
Sheet Location |
|
Fair
Value |
|
Balance
Sheet Location |
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
1
|
|
|
Other assets
|
|
$
|
—
|
|
|
Other liabilities
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
2
|
|
|
Other assets
|
|
3
|
|
|
Other liabilities
|
||
Interest agreements
|
—
|
|
|
Other assets
|
|
4
|
|
|
Other liabilities
|
||
Total derivatives not designated as hedging instruments
|
2
|
|
|
|
|
7
|
|
|
|
||
Total derivatives
|
$
|
3
|
|
|
|
|
$
|
7
|
|
|
|
|
December 31,
|
Statement of
Operations Location |
||||||||||
Gain (Loss) on Derivative Instruments
|
2013
|
|
2012
|
|
2011
|
|||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Other income (expense)
|
Foreign exchange contracts
|
6
|
|
|
(13
|
)
|
|
(17
|
)
|
Other income (expense)
|
|||
Total derivatives not designated as hedging instruments
|
$
|
8
|
|
|
$
|
(14
|
)
|
|
$
|
(18
|
)
|
|
|
December 31,
|
Financial Statement
Location |
||||||||||
Foreign Exchange Contracts
|
2013
|
|
2012
|
|
2011
|
|||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
||||||
Other comprehensive gains (losses) before reclassifications
|
$
|
(1
|
)
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
Accumulated other
comprehensive loss |
Gains (losses) reclassified from Accumulated other comprehensive loss into Net earnings
|
1
|
|
|
(1
|
)
|
|
2
|
|
Cost of sales
|
|||
Gain recognized in Net earnings on derivative (ineffective portion and amount excluded from effectiveness testing)
|
—
|
|
|
—
|
|
|
1
|
|
Other income (expense)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at January 1
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
Increase (decrease) in fair value
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
|||
Reclassifications to earnings, net of tax
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|||
Balance at December 31
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
$
|
850
|
|
|
$
|
851
|
|
|
$
|
462
|
|
Other nations
|
295
|
|
|
364
|
|
|
276
|
|
|||
|
$
|
1,145
|
|
|
$
|
1,215
|
|
|
$
|
738
|
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
$
|
29
|
|
|
$
|
5
|
|
|
$
|
2
|
|
Other nations
|
230
|
|
|
89
|
|
|
30
|
|
|||
States (U.S.)
|
12
|
|
|
1
|
|
|
3
|
|
|||
Current income tax expense
|
271
|
|
|
95
|
|
|
35
|
|
|||
United States
|
(283
|
)
|
|
296
|
|
|
(118
|
)
|
|||
Other nations
|
40
|
|
|
(12
|
)
|
|
111
|
|
|||
States (U.S.)
|
12
|
|
|
(42
|
)
|
|
(31
|
)
|
|||
Deferred income tax expense (benefit)
|
(231
|
)
|
|
242
|
|
|
(38
|
)
|
|||
Total income tax expense (benefit)
|
$
|
40
|
|
|
$
|
337
|
|
|
$
|
(3
|
)
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax expense at statutory rate
|
$
|
401
|
|
|
$
|
425
|
|
|
$
|
258
|
|
Tax on non-U.S. earnings
|
20
|
|
|
(10
|
)
|
|
(23
|
)
|
|||
State income taxes
|
17
|
|
|
(27
|
)
|
|
(2
|
)
|
|||
Tax law changes
|
6
|
|
|
—
|
|
|
—
|
|
|||
Other provisions
|
(1
|
)
|
|
(7
|
)
|
|
(17
|
)
|
|||
Valuation allowances
|
(3
|
)
|
|
(60
|
)
|
|
(237
|
)
|
|||
Section 199 deduction
|
(14
|
)
|
|
(14
|
)
|
|
(22
|
)
|
|||
Tax on undistributed non-U.S. earnings
|
(22
|
)
|
|
30
|
|
|
51
|
|
|||
Research credits
|
(27
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Tax benefit of repatriated non-U.S. earnings
|
(337
|
)
|
|
—
|
|
|
—
|
|
|||
|
$
|
40
|
|
|
$
|
337
|
|
|
$
|
(3
|
)
|
December 31
|
2013
|
|
2012
|
||||
Inventory
|
$
|
51
|
|
|
$
|
1
|
|
Accrued liabilities and allowances
|
135
|
|
|
134
|
|
||
Employee benefits
|
825
|
|
|
1,544
|
|
||
Capitalized items
|
179
|
|
|
254
|
|
||
Tax basis differences on investments
|
20
|
|
|
28
|
|
||
Depreciation tax basis differences on fixed assets
|
16
|
|
|
19
|
|
||
Undistributed non-U.S. earnings
|
(9
|
)
|
|
(150
|
)
|
||
Tax carryforwards
|
1,382
|
|
|
1,155
|
|
||
Business reorganization
|
39
|
|
|
12
|
|
||
Warranty and customer reserves
|
39
|
|
|
45
|
|
||
Deferred revenue and costs
|
263
|
|
|
310
|
|
||
Valuation allowances
|
(256
|
)
|
|
(308
|
)
|
||
Deferred charges
|
38
|
|
|
36
|
|
||
Other
|
(62
|
)
|
|
(60
|
)
|
||
|
$
|
2,660
|
|
|
$
|
3,020
|
|
December 31, 2013
|
Gross
Tax Loss |
|
Tax
Effected |
|
Expiration
Period |
|||
United States:
|
|
|
|
|
|
|||
U.S. tax losses
|
64
|
|
|
$
|
22
|
|
|
2018-2031
|
Foreign tax credits
|
—
|
|
|
670
|
|
|
2018-2023
|
|
General business credits
|
—
|
|
|
225
|
|
|
2025-2033
|
|
Minimum tax credits
|
—
|
|
|
104
|
|
|
Unlimited
|
|
State tax losses
|
1,991
|
|
|
50
|
|
|
2014-2031
|
|
State tax credits
|
—
|
|
|
27
|
|
|
2018-2026
|
|
Non-U.S. Subsidiaries:
|
|
|
|
|
|
|||
Canada tax losses
|
74
|
|
|
20
|
|
|
Unlimited
|
|
China tax losses
|
226
|
|
|
56
|
|
|
2014-2016
|
|
Japan tax losses
|
100
|
|
|
36
|
|
|
2017-2021
|
|
United Kingdom tax losses
|
182
|
|
|
36
|
|
|
Unlimited
|
|
Germany tax losses
|
150
|
|
|
44
|
|
|
Unlimited
|
|
Singapore tax losses
|
58
|
|
|
10
|
|
|
Unlimited
|
|
Other subsidiaries tax losses
|
73
|
|
|
18
|
|
|
Various
|
|
Canada tax credits
|
—
|
|
|
28
|
|
|
2019-2033
|
|
Spain tax credits
|
—
|
|
|
31
|
|
|
2017-2021
|
|
Other subsidiaries tax credits
|
—
|
|
|
5
|
|
|
Various
|
|
|
|
|
$
|
1,382
|
|
|
|
|
2013
|
|
2012
|
||||
Balance at January 1
|
$
|
161
|
|
|
$
|
191
|
|
Additions based on tax positions related to current year
|
16
|
|
|
11
|
|
||
Additions for tax positions of prior years
|
72
|
|
|
11
|
|
||
Reductions for tax positions of prior years
|
(10
|
)
|
|
(24
|
)
|
||
Settlements and agreements
|
(82
|
)
|
|
(24
|
)
|
||
Lapse of statute of limitations
|
(1
|
)
|
|
(4
|
)
|
||
Balance at December 31
|
$
|
156
|
|
|
$
|
161
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||||||||||||||
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
17
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Interest cost
|
352
|
|
|
349
|
|
|
344
|
|
|
70
|
|
|
75
|
|
|
72
|
|
|
11
|
|
|
16
|
|
|
22
|
|
|||||||||
Expected return on plan assets
|
(364
|
)
|
|
(421
|
)
|
|
(390
|
)
|
|
(79
|
)
|
|
(78
|
)
|
|
(77
|
)
|
|
(10
|
)
|
|
(12
|
)
|
|
(16
|
)
|
|||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrecognized net loss
|
130
|
|
|
260
|
|
|
189
|
|
|
15
|
|
|
22
|
|
|
17
|
|
|
14
|
|
|
12
|
|
|
10
|
|
|||||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
(43
|
)
|
|
(16
|
)
|
|
—
|
|
|||||||||
Settlement/curtailment loss (gain)
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic pension cost (benefit)
|
$
|
118
|
|
|
$
|
188
|
|
|
$
|
151
|
|
|
$
|
11
|
|
|
$
|
26
|
|
|
$
|
11
|
|
|
$
|
(26
|
)
|
|
$
|
3
|
|
|
$
|
20
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at January 1
|
$
|
8,288
|
|
|
$
|
6,986
|
|
|
$
|
1,787
|
|
|
$
|
1,588
|
|
|
$
|
322
|
|
|
$
|
450
|
|
Service cost
|
—
|
|
|
—
|
|
|
12
|
|
|
10
|
|
|
2
|
|
|
3
|
|
||||||
Interest cost
|
352
|
|
|
349
|
|
|
70
|
|
|
75
|
|
|
11
|
|
|
16
|
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151
|
)
|
||||||
Actuarial loss (gain)
|
(1,012
|
)
|
|
1,277
|
|
|
95
|
|
|
103
|
|
|
(37
|
)
|
|
24
|
|
||||||
Foreign exchange valuation adjustment
|
—
|
|
|
—
|
|
|
30
|
|
|
48
|
|
|
—
|
|
|
—
|
|
||||||
Employee contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(311
|
)
|
|
(324
|
)
|
|
(41
|
)
|
|
(39
|
)
|
|
(20
|
)
|
|
(20
|
)
|
||||||
Benefit obligation at December 31
|
7,317
|
|
|
8,288
|
|
|
1,955
|
|
|
1,787
|
|
|
278
|
|
|
322
|
|
||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at January 1
|
5,426
|
|
|
4,747
|
|
|
1,362
|
|
|
1,219
|
|
|
155
|
|
|
155
|
|
||||||
Return on plan assets
|
806
|
|
|
660
|
|
|
199
|
|
|
111
|
|
|
22
|
|
|
20
|
|
||||||
Company contributions
|
150
|
|
|
340
|
|
|
32
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||||
Employee contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Foreign exchange valuation adjustment
|
—
|
|
|
—
|
|
|
14
|
|
|
38
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments from plan assets
|
(311
|
)
|
|
(321
|
)
|
|
(41
|
)
|
|
(39
|
)
|
|
(16
|
)
|
|
(20
|
)
|
||||||
Fair value at December 31
|
6,071
|
|
|
5,426
|
|
|
1,568
|
|
|
1,362
|
|
|
161
|
|
|
155
|
|
||||||
Funded status of the plan
|
(1,246
|
)
|
|
(2,862
|
)
|
|
(387
|
)
|
|
(425
|
)
|
|
(117
|
)
|
|
(167
|
)
|
||||||
Unrecognized net loss
|
2,732
|
|
|
4,313
|
|
|
492
|
|
|
520
|
|
|
143
|
|
|
206
|
|
||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(51
|
)
|
|
(92
|
)
|
|
(135
|
)
|
||||||
Prepaid (accrued) pension cost
|
$
|
1,486
|
|
|
$
|
1,451
|
|
|
$
|
61
|
|
|
$
|
44
|
|
|
$
|
(66
|
)
|
|
$
|
(96
|
)
|
Components of prepaid (accrued) pension cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current benefit liability
|
$
|
(1,246
|
)
|
|
$
|
(2,862
|
)
|
|
$
|
(387
|
)
|
|
$
|
(425
|
)
|
|
$
|
(117
|
)
|
|
$
|
(167
|
)
|
Deferred income taxes
|
1,002
|
|
|
1,592
|
|
|
33
|
|
|
41
|
|
|
19
|
|
|
26
|
|
||||||
Accumulated other comprehensive loss
|
1,730
|
|
|
2,721
|
|
|
415
|
|
|
428
|
|
|
32
|
|
|
45
|
|
||||||
Prepaid (accrued) pension cost
|
$
|
1,486
|
|
|
$
|
1,451
|
|
|
$
|
61
|
|
|
$
|
44
|
|
|
$
|
(66
|
)
|
|
$
|
(96
|
)
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||
December 31
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
Discount rate
|
4.35
|
%
|
|
5.10
|
%
|
|
4.16
|
%
|
|
4.61
|
%
|
|
3.80
|
%
|
|
4.75
|
%
|
Investment return assumption
|
7.00
|
%
|
|
8.25
|
%
|
|
6.05
|
%
|
|
6.24
|
%
|
|
7.00
|
%
|
|
8.25
|
%
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||
December 31
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
Discount rate
|
5.15
|
%
|
|
4.35
|
%
|
|
4.14
|
%
|
|
4.11
|
%
|
|
4.65
|
%
|
|
3.80
|
%
|
Future compensation increase rate
|
n/a
|
|
|
n/a
|
|
|
2.57
|
%
|
|
2.58
|
%
|
|
n/a
|
|
|
n/a
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
||||||||||||
December 31
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Accumulated benefit obligation
|
$
|
7,317
|
|
|
$
|
8,288
|
|
|
$
|
1,950
|
|
|
$
|
1,770
|
|
|
1% Point
Increase |
|
1% Point
Decrease |
||||
Increase (decrease) in:
|
|
|
|
||||
Accumulated postretirement benefit obligation
|
$
|
1
|
|
|
$
|
(1
|
)
|
Net Postretirement Health Care Benefit Plan benefit
|
—
|
|
|
—
|
|
|
All Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||
December 31
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Target Mix:
|
|
|
|
|
|
|
|
||||
Equity securities
|
55
|
%
|
|
64
|
%
|
|
57
|
%
|
|
65
|
%
|
Fixed income securities
|
43
|
%
|
|
35
|
%
|
|
42
|
%
|
|
34
|
%
|
Cash and other investments
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Actual Mix:
|
|
|
|
|
|
|
|
||||
Equity securities
|
55
|
%
|
|
64
|
%
|
|
58
|
%
|
|
64
|
%
|
Fixed income securities
|
42
|
%
|
|
34
|
%
|
|
40
|
%
|
|
32
|
%
|
Cash and other investments
|
3
|
%
|
|
2
|
%
|
|
2
|
%
|
|
4
|
%
|
Year
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||
2014
|
$
|
286
|
|
|
$
|
41
|
|
|
$
|
25
|
|
2015
|
298
|
|
|
42
|
|
|
24
|
|
|||
2016
|
312
|
|
|
43
|
|
|
23
|
|
|||
2017
|
328
|
|
|
44
|
|
|
22
|
|
|||
2018
|
347
|
|
|
46
|
|
|
21
|
|
|||
2019-2023
|
2,097
|
|
|
245
|
|
|
96
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Expected volatility
|
22.1
|
%
|
|
24.0
|
%
|
|
28.8
|
%
|
Risk-free interest rate
|
0.9
|
%
|
|
0.8
|
%
|
|
2.1
|
%
|
Dividend yield
|
2.4
|
%
|
|
2.2
|
%
|
|
0.0
|
%
|
Expected life (years)
|
5.9
|
|
|
6.1
|
|
|
6.0
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
Years ended December 31
|
Shares
Subject to Options |
|
Wtd. Avg.
Exercise Price |
|
Shares
Subject to Options |
|
Wtd. Avg.
Exercise Price |
|
Shares
Subject to Options |
|
Wtd. Avg.
Exercise Price |
|||||||||
Options outstanding at January 1
|
13,132
|
|
|
$
|
70
|
|
|
15,729
|
|
|
$
|
63
|
|
|
19,614
|
|
|
$
|
81
|
|
Options granted
|
1,652
|
|
|
57
|
|
|
1,286
|
|
|
51
|
|
|
3,155
|
|
|
39
|
|
|||
Options exercised
|
(2,950
|
)
|
|
31
|
|
|
(2,831
|
)
|
|
29
|
|
|
(4,475
|
)
|
|
27
|
|
|||
Adjustments to options outstanding to reflect Mobility spin-off
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,756
|
|
|
39
|
|
|||
Options terminated, cancelled or expired
|
(897
|
)
|
|
65
|
|
|
(1,052
|
)
|
|
60
|
|
|
(10,321
|
)
|
|
59
|
|
|||
Options outstanding at December 31
|
10,937
|
|
|
79
|
|
|
13,132
|
|
|
70
|
|
|
15,729
|
|
|
63
|
|
|||
Options exercisable at December 31
|
7,628
|
|
|
91
|
|
|
9,242
|
|
|
81
|
|
|
11,184
|
|
|
74
|
|
|||
Approx. number of employees granted options
|
123
|
|
|
|
|
115
|
|
|
|
|
270
|
|
|
|
|
Options Outstanding
|
|
Options
Exercisable |
||||||||||||
Exercise price range
|
No. of
options |
|
Wtd. avg.
Exercise Price |
|
Wtd. avg.
contractual life (in yrs.) |
|
No. of
options |
|
Wtd. avg.
Exercise Price |
||||||
Under $30
|
1,416
|
|
|
$
|
27
|
|
|
6
|
|
1,416
|
|
|
$
|
27
|
|
$30-$40
|
2,515
|
|
|
39
|
|
|
6
|
|
1,828
|
|
|
39
|
|
||
$41-$50
|
401
|
|
|
45
|
|
|
7
|
|
188
|
|
|
45
|
|
||
$51-$60
|
2,467
|
|
|
54
|
|
|
9
|
|
173
|
|
|
52
|
|
||
$61-$70
|
783
|
|
|
67
|
|
|
2
|
|
668
|
|
|
67
|
|
||
$71-$80
|
219
|
|
|
74
|
|
|
3
|
|
219
|
|
|
74
|
|
||
$81 and over
|
3,136
|
|
|
161
|
|
|
1
|
|
3,136
|
|
|
161
|
|
||
|
10,937
|
|
|
|
|
|
|
7,628
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
Years ended December 31
|
RS and RSU
|
|
Wtd. Avg.
Grant Date Fair Value |
|
RS and RSU
|
|
Wtd Avg.
Grant Date Fair Value |
|
RS and RSU
|
|
Wtd Avg.
Grant Date Fair Value |
|||||||||
RS and RSU outstanding at January 1
|
6,299
|
|
|
$
|
41
|
|
|
8,990
|
|
|
$
|
40
|
|
|
9,559
|
|
|
$
|
51
|
|
Granted
|
1,558
|
|
|
54
|
|
|
1,657
|
|
|
49
|
|
|
5,150
|
|
|
44
|
|
|||
Adjustments to RSUs outstanding to reflect Mobility spin-off
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,638
|
|
|
20
|
|
|||
Vested
|
(3,610
|
)
|
|
38
|
|
|
(3,845
|
)
|
|
41
|
|
|
(3,230
|
)
|
|
31
|
|
|||
Terminated, canceled or expired
|
(519
|
)
|
|
45
|
|
|
(503
|
)
|
|
33
|
|
|
(6,127
|
)
|
|
44
|
|
|||
RS and RSU outstanding at December 31
|
3,728
|
|
|
49
|
|
|
6,299
|
|
|
41
|
|
|
8,990
|
|
|
40
|
|
|||
Approx. number of employees granted RSUs
|
2,295
|
|
|
|
|
2,355
|
|
|
|
|
12,351
|
|
|
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Share-based compensation expense included in:
|
|
|
|
|
|
||||||
Costs of sales
|
$
|
20
|
|
|
$
|
25
|
|
|
$
|
20
|
|
Selling, general and administrative expenses
|
93
|
|
|
112
|
|
|
112
|
|
|||
Research and development expenditures
|
40
|
|
|
47
|
|
|
36
|
|
|||
Share-based compensation expense included in Operating earnings
|
153
|
|
|
184
|
|
|
168
|
|
|||
Tax benefit
|
47
|
|
|
62
|
|
|
51
|
|
|||
Share-based compensation expense, net of tax
|
$
|
106
|
|
|
$
|
122
|
|
|
$
|
117
|
|
Decrease in basic earnings per share
|
$
|
(0.40
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.34
|
)
|
Decrease in diluted earnings per share
|
$
|
(0.39
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.34
|
)
|
Share-based compensation expense in discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
December 31, 2013
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
15
|
|
|
15
|
|
|||
Corporate bonds
|
—
|
|
|
9
|
|
|
9
|
|
|||
Mutual funds
|
—
|
|
|
11
|
|
|
11
|
|
|||
Common stock and equivalents
|
2
|
|
|
—
|
|
|
2
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest agreement derivative contracts
|
—
|
|
|
3
|
|
|
3
|
|
December 31, 2012
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Sigma Fund securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
$
|
—
|
|
|
$
|
1,984
|
|
|
$
|
1,984
|
|
Foreign exchange derivative contracts
|
—
|
|
|
3
|
|
|
3
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
15
|
|
|
15
|
|
|||
Corporate bonds
|
—
|
|
|
13
|
|
|
13
|
|
|||
Mortgage-backed securities
|
—
|
|
|
2
|
|
|
2
|
|
|||
Common stock and equivalents
|
3
|
|
|
7
|
|
|
10
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest agreement derivative contracts
|
—
|
|
|
4
|
|
|
4
|
|
December 31, 2013
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
1,424
|
|
|
$
|
—
|
|
|
$
|
1,424
|
|
Commingled equity funds
|
—
|
|
|
2,045
|
|
|
2,045
|
|
|||
Preferred stock
|
6
|
|
|
—
|
|
|
6
|
|
|||
Government, agency and government-sponsored enterprise obligations
|
—
|
|
|
238
|
|
|
238
|
|
|||
Other government bonds
|
—
|
|
|
42
|
|
|
42
|
|
|||
Corporate bonds
|
—
|
|
|
336
|
|
|
336
|
|
|||
Mortgage-backed bonds
|
—
|
|
|
15
|
|
|
15
|
|
|||
Commingled bond funds
|
—
|
|
|
1,862
|
|
|
1,862
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
96
|
|
|
96
|
|
|||
Total investment securities
|
$
|
1,430
|
|
|
$
|
4,634
|
|
|
$
|
6,064
|
|
Accrued income receivable
|
|
|
|
|
7
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
6,071
|
|
December 31, 2012
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
1,592
|
|
|
$
|
3
|
|
|
$
|
1,595
|
|
Commingled equity funds
|
—
|
|
|
1,965
|
|
|
1,965
|
|
|||
Preferred stock
|
9
|
|
|
—
|
|
|
9
|
|
|||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
317
|
|
|
317
|
|
|||
Other government bonds
|
—
|
|
|
49
|
|
|
49
|
|
|||
Corporate bonds
|
—
|
|
|
327
|
|
|
327
|
|
|||
Mortgage-backed bonds
|
—
|
|
|
14
|
|
|
14
|
|
|||
Commingled bond funds
|
—
|
|
|
1,082
|
|
|
1,082
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
58
|
|
|
58
|
|
|||
Invested cash
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total investment securities
|
$
|
1,601
|
|
|
$
|
3,815
|
|
|
$
|
5,416
|
|
Accrued income receivable
|
|
|
|
|
10
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
5,426
|
|
December 31, 2013
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Common stock and equivalents
|
$
|
208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
208
|
|
Commingled equity funds
|
—
|
|
|
558
|
|
|
—
|
|
|
558
|
|
||||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
21
|
|
|
3
|
|
|
24
|
|
||||
Corporate bonds
|
—
|
|
|
308
|
|
|
23
|
|
|
331
|
|
||||
Commingled bond funds
|
—
|
|
|
361
|
|
|
—
|
|
|
361
|
|
||||
Commingled short-term investment funds
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Total investment securities
|
$
|
208
|
|
|
$
|
1,259
|
|
|
$
|
26
|
|
|
$
|
1,493
|
|
Accrued income receivable
|
|
|
|
|
|
|
61
|
|
|||||||
Insurance contracts*
|
|
|
|
|
|
|
14
|
|
|||||||
Fair value plan assets
|
|
|
|
|
|
|
$
|
1,568
|
|
|
2013
|
||
Balance at January 1
|
$
|
—
|
|
Transfers from Level 2
|
14
|
|
|
Transfers to Level 2
|
(2
|
)
|
|
Loss on assets held
|
(2
|
)
|
|
Payments received for securities sold
|
(4
|
)
|
|
Purchases
|
21
|
|
|
Other
|
(1
|
)
|
|
Balance at December 31
|
$
|
26
|
|
December 31, 2012
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
346
|
|
|
$
|
—
|
|
|
$
|
346
|
|
Commingled equity funds
|
—
|
|
|
434
|
|
|
434
|
|
|||
Corporate bonds
|
—
|
|
|
18
|
|
|
18
|
|
|||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
233
|
|
|
233
|
|
|||
Commingled bond funds
|
—
|
|
|
257
|
|
|
257
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
7
|
|
|
7
|
|
|||
Total investment securities
|
$
|
346
|
|
|
$
|
949
|
|
|
$
|
1,295
|
|
Cash
|
|
|
|
|
8
|
|
|||||
Accrued income receivable
|
|
|
|
|
—
|
|
|||||
Insurance contracts*
|
|
|
|
|
59
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
1,362
|
|
December 31, 2013
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
38
|
|
Commingled equity funds
|
—
|
|
|
55
|
|
|
55
|
|
|||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
6
|
|
|
6
|
|
|||
Other government bonds
|
—
|
|
|
1
|
|
|
1
|
|
|||
Corporate bonds
|
—
|
|
|
9
|
|
|
9
|
|
|||
Commingled bond funds
|
—
|
|
|
49
|
|
|
49
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
3
|
|
|
3
|
|
|||
Fair value plan assets
|
$
|
38
|
|
|
$
|
123
|
|
|
$
|
161
|
|
December 31, 2012
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
Commingled equity funds
|
—
|
|
|
56
|
|
|
56
|
|
|||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
9
|
|
|
9
|
|
|||
Corporate bonds
|
—
|
|
|
9
|
|
|
9
|
|
|||
Mortgage-backed bonds
|
—
|
|
|
1
|
|
|
1
|
|
|||
Commingled bond funds
|
—
|
|
|
30
|
|
|
30
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
6
|
|
|
6
|
|
|||
Fair value plan assets
|
$
|
44
|
|
|
$
|
111
|
|
|
$
|
155
|
|
December 31
|
2013
|
|
2012
|
||||
Long-term receivables
|
$
|
36
|
|
|
$
|
101
|
|
Less current portion
|
(30
|
)
|
|
(41
|
)
|
||
Non-current long-term receivables, net
|
$
|
6
|
|
|
$
|
60
|
|
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Cumulative annual proceeds received from sales:
|
|
|
|
|
|
||||||
Accounts receivable sales proceeds
|
$
|
14
|
|
|
$
|
12
|
|
|
$
|
8
|
|
Long-term receivables sales proceeds
|
151
|
|
|
178
|
|
|
224
|
|
|||
Total proceeds from receivable sales
|
$
|
165
|
|
|
$
|
190
|
|
|
$
|
232
|
|
December 31, 2013
|
Total
Long-term Receivable |
|
Current Billed
Due |
|
Past Due Under 90 Days
|
|
Past Due Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial loans and leases secured
|
35
|
|
|
13
|
|
|
2
|
|
|
10
|
|
||||
Total gross long-term receivables, including current portion
|
$
|
36
|
|
|
$
|
13
|
|
|
$
|
2
|
|
|
$
|
10
|
|
December 31, 2012
|
Total
Long-term Receivable |
|
Current Billed
Due |
|
Past Due Under 90 Days
|
|
Past Due Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial loans and leases secured
|
78
|
|
|
1
|
|
|
2
|
|
|
4
|
|
||||
Total gross long-term receivables, including current portion
|
$
|
101
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
4
|
|
Year
|
|
||
2014
|
$
|
99
|
|
2015
|
71
|
|
|
2016
|
56
|
|
|
2017
|
44
|
|
|
2018
|
34
|
|
|
Beyond
|
187
|
|
|
Net Sales
|
|
Operating Earnings (Loss)
|
||||||||||||||||||||
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Government
|
$
|
6,030
|
|
|
$
|
5,989
|
|
|
$
|
5,358
|
|
|
$
|
979
|
|
|
$
|
965
|
|
|
$
|
616
|
|
Enterprise
|
2,666
|
|
|
2,709
|
|
|
2,845
|
|
|
236
|
|
|
291
|
|
|
242
|
|
||||||
|
$
|
8,696
|
|
|
$
|
8,698
|
|
|
$
|
8,203
|
|
|
1,215
|
|
|
1,256
|
|
|
858
|
|
|||
Total other expense
|
|
|
|
|
|
|
(70
|
)
|
|
(41
|
)
|
|
(120
|
)
|
|||||||||
Earnings from continuing operations before income taxes
|
|
|
|
|
|
|
$
|
1,145
|
|
|
$
|
1,215
|
|
|
$
|
738
|
|
|
Assets
|
|
Capital Expenditures
|
|
Depreciation Expense
|
||||||||||||||||||||||||||||||
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
Government
|
$
|
4,013
|
|
|
$
|
3,095
|
|
|
$
|
2,892
|
|
|
$
|
132
|
|
|
$
|
132
|
|
|
$
|
159
|
|
|
$
|
154
|
|
|
$
|
143
|
|
|
$
|
128
|
|
Enterprise
|
2,820
|
|
|
2,552
|
|
|
2,264
|
|
|
59
|
|
|
55
|
|
|
27
|
|
|
48
|
|
|
36
|
|
|
37
|
|
|||||||||
|
6,833
|
|
|
5,647
|
|
|
5,156
|
|
|
$
|
191
|
|
|
$
|
187
|
|
|
$
|
186
|
|
|
$
|
202
|
|
|
$
|
179
|
|
|
$
|
165
|
|
|||
Other
|
5,018
|
|
|
7,032
|
|
|
8,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
$
|
11,851
|
|
|
$
|
12,679
|
|
|
$
|
13,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
Assets
|
||||||||||||||||||||
Years ended December 31
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
United States
|
$
|
4,683
|
|
|
$
|
4,807
|
|
|
$
|
4,417
|
|
|
$
|
8,657
|
|
|
$
|
8,743
|
|
|
$
|
8,888
|
|
China
|
333
|
|
|
308
|
|
|
286
|
|
|
436
|
|
|
570
|
|
|
860
|
|
||||||
United Kingdom
|
275
|
|
|
344
|
|
|
324
|
|
|
1,693
|
|
|
1,393
|
|
|
584
|
|
||||||
Israel
|
100
|
|
|
113
|
|
|
131
|
|
|
193
|
|
|
823
|
|
|
1,128
|
|
||||||
Other, net of eliminations
|
3,305
|
|
|
3,126
|
|
|
3,045
|
|
|
872
|
|
|
1,150
|
|
|
2,469
|
|
||||||
|
$
|
8,696
|
|
|
$
|
8,698
|
|
|
$
|
8,203
|
|
|
$
|
11,851
|
|
|
$
|
12,679
|
|
|
$
|
13,929
|
|
2013
|
Accruals at
January 1 |
|
Additional
Charges |
|
Adjustments
|
|
Amount
Used |
|
Accruals at
December 31 |
||||||||||
Exit costs
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
6
|
|
Employee separation costs
|
31
|
|
|
146
|
|
|
(16
|
)
|
|
(58
|
)
|
|
103
|
|
|||||
|
$
|
35
|
|
|
$
|
149
|
|
|
$
|
(16
|
)
|
|
$
|
(59
|
)
|
|
$
|
109
|
|
2012
|
Accruals at
January 1 |
|
Additional
Charges |
|
Adjustments
|
|
Amount
Used |
|
Accruals at
December 31 |
||||||||||
Exit costs
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(11
|
)
|
|
$
|
4
|
|
Employee separation costs
|
30
|
|
|
54
|
|
|
(9
|
)
|
|
(44
|
)
|
|
31
|
|
|||||
|
$
|
44
|
|
|
$
|
54
|
|
|
$
|
(8
|
)
|
|
$
|
(55
|
)
|
|
$
|
35
|
|
Years ended December 31
|
2011
|
||
Government
|
$
|
40
|
|
Enterprise
|
18
|
|
|
|
$
|
58
|
|
2011
|
Accruals at
January 1 |
|
Additional
Charges |
|
Adjustments
|
|
Amount
Used |
|
Accruals at
December 31 |
||||||||||
Exit costs
|
$
|
17
|
|
|
$
|
19
|
|
|
$
|
1
|
|
|
$
|
(23
|
)
|
|
$
|
14
|
|
Employee separation costs
|
50
|
|
|
41
|
|
|
(3
|
)
|
|
(58
|
)
|
|
30
|
|
|||||
|
$
|
67
|
|
|
$
|
60
|
|
|
$
|
(2
|
)
|
|
$
|
(81
|
)
|
|
$
|
44
|
|
|
2013
|
|
2012
|
||||||||||||
December 31,
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Intangible assets:
|
|
|
|
|
|
|
|
||||||||
Completed technology
|
$
|
662
|
|
|
$
|
639
|
|
|
$
|
657
|
|
|
$
|
632
|
|
Patents
|
276
|
|
|
276
|
|
|
276
|
|
|
276
|
|
||||
Customer-related
|
203
|
|
|
144
|
|
|
201
|
|
|
125
|
|
||||
Licensed technology
|
17
|
|
|
16
|
|
|
23
|
|
|
19
|
|
||||
Other intangibles
|
96
|
|
|
92
|
|
|
94
|
|
|
90
|
|
||||
|
$
|
1,254
|
|
|
$
|
1,167
|
|
|
$
|
1,251
|
|
|
$
|
1,142
|
|
|
2013
|
|
2012
|
||||||||||||
December 31,
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Government
|
$
|
55
|
|
|
$
|
48
|
|
|
$
|
53
|
|
|
$
|
48
|
|
Enterprise
|
1,199
|
|
|
1,119
|
|
|
1,198
|
|
|
1,094
|
|
||||
|
$
|
1,254
|
|
|
$
|
1,167
|
|
|
$
|
1,251
|
|
|
$
|
1,142
|
|
|
Government
|
|
Enterprise
|
|
Total
|
||||||
Balance as of January 1, 2012
|
|
|
|
|
|
||||||
Aggregate goodwill acquired
|
$
|
350
|
|
|
$
|
2,642
|
|
|
$
|
2,992
|
|
Accumulated impairment losses
|
—
|
|
|
(1,564
|
)
|
|
(1,564
|
)
|
|||
Goodwill, net of impairment losses
|
350
|
|
|
1,078
|
|
|
1,428
|
|
|||
Goodwill acquired
|
—
|
|
|
83
|
|
|
83
|
|
|||
Goodwill divested
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
|
|
|
|
|
|
||||||
Balance as of December 31, 2012
|
|
|
|
|
|
||||||
Aggregate goodwill acquired/disposed
|
349
|
|
|
2,725
|
|
|
3,074
|
|
|||
Accumulated impairment losses
|
—
|
|
|
(1,564
|
)
|
|
(1,564
|
)
|
|||
Goodwill, net of impairment losses
|
349
|
|
|
1,161
|
|
|
1,510
|
|
|||
Purchase accounting tax adjustments
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Foreign currency
|
—
|
|
|
1
|
|
|
1
|
|
|||
|
|
|
|
|
|
||||||
Balance as of December 31, 2013
|
|
|
|
|
|
||||||
Aggregate goodwill acquired
|
349
|
|
|
2,724
|
|
|
3,073
|
|
|||
Accumulated impairment losses
|
—
|
|
|
(1,564
|
)
|
|
(1,564
|
)
|
|||
Goodwill, net of impairment losses
|
$
|
349
|
|
|
$
|
1,160
|
|
|
$
|
1,509
|
|
|
Balance at
January 1 |
|
Charged to
Earnings |
|
Used
|
|
Adjustments*
|
|
Balance at
December 31 |
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
51
|
|
|
$
|
14
|
|
|
$
|
(8
|
)
|
|
$
|
(1
|
)
|
|
$
|
56
|
|
Inventory reserves
|
163
|
|
|
73
|
|
|
(58
|
)
|
|
—
|
|
|
178
|
|
|||||
Customer reserves
|
144
|
|
|
615
|
|
|
(609
|
)
|
|
(4
|
)
|
|
146
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
45
|
|
|
8
|
|
|
(4
|
)
|
|
2
|
|
|
51
|
|
|||||
Allowance for losses on long-term receivables**
|
10
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||||
Inventory reserves
|
170
|
|
|
67
|
|
|
(73
|
)
|
|
(1
|
)
|
|
163
|
|
|||||
Customer reserves
|
125
|
|
|
456
|
|
|
(416
|
)
|
|
(21
|
)
|
|
144
|
|
|||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
49
|
|
|
7
|
|
|
(4
|
)
|
|
(7
|
)
|
|
45
|
|
|||||
Allowance for losses on long-term receivables
|
1
|
|
|
10
|
|
|
(1
|
)
|
|
—
|
|
|
10
|
|
|||||
Inventory reserves
|
157
|
|
|
37
|
|
|
(30
|
)
|
|
6
|
|
|
170
|
|
|||||
Customer reserves
|
117
|
|
|
580
|
|
|
(565
|
)
|
|
(7
|
)
|
|
125
|
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
||||||||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
1,973
|
|
|
$
|
2,107
|
|
|
$
|
2,112
|
|
|
$
|
2,504
|
|
|
$
|
1,956
|
|
|
$
|
2,148
|
|
|
$
|
2,153
|
|
|
$
|
2,441
|
|
Costs of sales
|
1,018
|
|
|
1,078
|
|
|
1,069
|
|
|
1,290
|
|
|
983
|
|
|
1,088
|
|
|
1,066
|
|
|
1,212
|
|
||||||||
Gross margin
|
955
|
|
|
1,029
|
|
|
1,043
|
|
|
1,214
|
|
|
973
|
|
|
1,060
|
|
|
1,087
|
|
|
1,229
|
|
||||||||
Selling, general and administrative expenses
|
460
|
|
|
470
|
|
|
438
|
|
|
471
|
|
|
472
|
|
|
496
|
|
|
485
|
|
|
510
|
|
||||||||
Research and development expenditures
|
262
|
|
|
268
|
|
|
253
|
|
|
272
|
|
|
254
|
|
|
269
|
|
|
262
|
|
|
290
|
|
||||||||
Other charges
|
17
|
|
|
25
|
|
|
32
|
|
|
58
|
|
|
15
|
|
|
17
|
|
|
16
|
|
|
6
|
|
||||||||
Operating earnings
|
216
|
|
|
266
|
|
|
320
|
|
|
413
|
|
|
232
|
|
|
278
|
|
|
324
|
|
|
423
|
|
||||||||
Earnings from continuing operations*
|
192
|
|
|
258
|
|
|
307
|
|
|
343
|
|
|
159
|
|
|
177
|
|
|
206
|
|
|
336
|
|
||||||||
Net earnings*
|
192
|
|
|
258
|
|
|
307
|
|
|
343
|
|
|
157
|
|
|
182
|
|
|
206
|
|
|
336
|
|
||||||||
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per common share
|
$
|
0.70
|
|
|
$
|
0.96
|
|
|
$
|
1.17
|
|
|
$
|
1.33
|
|
|
$
|
0.51
|
|
|
$
|
0.61
|
|
|
$
|
0.73
|
|
|
$
|
1.20
|
|
Diluted earnings per common share
|
0.68
|
|
|
0.94
|
|
|
1.16
|
|
|
1.31
|
|
|
0.50
|
|
|
0.60
|
|
|
0.72
|
|
|
1.18
|
|
||||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per common share
|
$
|
0.70
|
|
|
$
|
0.96
|
|
|
$
|
1.17
|
|
|
$
|
1.33
|
|
|
$
|
0.50
|
|
|
$
|
0.63
|
|
|
$
|
0.73
|
|
|
$
|
1.20
|
|
Diluted earnings per common share
|
0.68
|
|
|
0.94
|
|
|
1.16
|
|
|
1.31
|
|
|
0.49
|
|
|
0.61
|
|
|
0.72
|
|
|
1.18
|
|
||||||||
Dividends declared
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.31
|
|
|
$
|
0.31
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
Dividends paid
|
0.26
|
|
|
0.26
|
|
|
0.26
|
|
|
0.31
|
|
|
0.22
|
|
|
0.22
|
|
|
0.22
|
|
|
0.26
|
|
||||||||
Stock prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
64.03
|
|
|
$
|
64.69
|
|
|
$
|
60.39
|
|
|
$
|
67.50
|
|
|
$
|
51.76
|
|
|
$
|
51.46
|
|
|
$
|
51.79
|
|
|
$
|
55.68
|
|
Low
|
$
|
55.94
|
|
|
$
|
55.50
|
|
|
$
|
54.01
|
|
|
$
|
59.38
|
|
|
$
|
44.94
|
|
|
$
|
46.73
|
|
|
$
|
45.18
|
|
|
$
|
49.77
|
|
(a)
|
1. Financial Statements
|
2.
|
Financial Statement Schedules and Independent Auditors’ Report
|
3.
|
Exhibits
|
(b)
|
Exhibits:
|
|
MOTOROLA SOLUTIONS, INC.
|
|
|
|
|
|
By:
|
/
S
/ G
REGORY
Q. B
ROWN
|
|
|
Gregory Q. Brown
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/ GREGORY Q. BROWN
|
|
Chairman and Chief Executive Officer
|
|
February 13, 2014
|
Gregory Q. Brown
|
|
and Director
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ GINO A. BONANOTTE
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Executive Vice President and
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February 13, 2014
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Gino A. Bonanotte
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Chief Financial Officer
(Principal Financial Officer)
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/
S
/ J
OHN
K. W
OZNIAK
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Corporate Vice President and
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February 13, 2014
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John K. Wozniak
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Chief Accounting Officer
(Principal Accounting Officer)
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/S/ KENNETH C. DAHLBERG
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Director
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February 13, 2014
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Kenneth C. Dahlberg
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/S/ DAVID W. DORMAN
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Director
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February 13, 2014
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David W. Dorman
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/
S
/ M
ICHAEL
V. H
AYDEN
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Director
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February 13, 2014
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Michael V. Hayden
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/
S
/ J
UDY
C. L
EWENT
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Director
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February 13, 2014
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Judy C. Lewent
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/S/ ANNE R. PRAMAGGIORE
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Director
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February 13, 2014
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Anne R. Pramaggiore
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/
S
/ S
AMUEL
C. S
COTT
III
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Director
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February 13, 2014
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Samuel C. Scott III
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/
S
/ BRADLEY E. SINGER
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Director
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February 13, 2014
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Bradley E. Singer
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/
S
/ D
R
. J
OHN
A. W
HITE
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Director
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February 13, 2014
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Dr. John A. White
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3.1 (a)
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Restated Certificate of Incorporation of Motorola, Inc., as amended through May 5, 2009 (incorporated by reference to Exhibit 3(i)(b) to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
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3.1 (b)
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|
Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to Motorola Solutions’ Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
|
3.1 (c)
|
|
Certificate of Ownership and Merger merging Motorola Name Change Corporation into Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.2 to Motorola Solutions’ Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
|
3.2
|
|
Motorola Solutions, Inc. Amended and Restated Bylaws as of January 17, 2013 (incorporated by reference to Exhibit 3.1 to Motorola, Inc.’s Current Report on Form 8-K filed on January 17, 2013 (File No. 1-7221)).
|
4.1 (a)
|
|
Senior Indenture, dated as of May 1, 1995, between The Bank of New York Mellon Trust Company, N.A. (as successor Trustee to JPMorgan Chase Bank (as successor in interest to Bank One Trust Company) and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) and Motorola, Inc. (incorporated by reference to Exhibit 4(d) of the Registrant’s Registration Statement on Form S-3 dated September 25, 1995 (Registration No. 33-62911)).
|
4.1 (b)
|
|
Instrument of Resignation, Appointment and Acceptance, dated as of January 22, 2001, among Motorola, Inc., Bank One Trust Company, N.A. and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) (incorporated by reference to Exhibit 4.2(b) to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File No. 1-7221)).
|
|
Certain instruments defining the rights of holders of long-term debt of Motorola, Inc. and of all its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are being omitted pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K. Motorola Solutions agrees to furnish a copy of any such instrument to the Commission upon request.
|
|
10.1
|
|
Amended and Restated Master Separation and Distribution Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 2.1 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
|
10.2
|
|
Amended and Restated Intellectual Property License Agreement between Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation (File No. 1-34805)).
|
10.3
|
|
Amended and Restated Exclusive License Agreement between Motorola Trademark Holdings, LLC and Motorola, Inc. effective as of July 30, 2010 (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to the Form 10 Registration Statement filed on November 12, 2010 by Motorola Mobility Holdings, Inc. (File No. 1-34805)).
|
10.4
|
|
Tax Sharing Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
|
10.5
|
|
Amended and Restated Employee Matters Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Form 10 Registration Statement filed on October 8, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation (File No. 1-34805)).
|
10.6
|
|
Stock Purchase Agreement, dated as of February 26, 2012, by and between Motorola Solutions, Inc. and Carl C. Icahn and certain of his affiliates (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current Report on Form 8-K filed on February 27, 2012 (File No. 1-7221)).
|
10.7
|
|
Motorola Solutions Omnibus Incentive Plan of 2006, as amended and restated November 8, 2011 (incorporated by reference to Exhibit 10.10 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-7221)).
|
10.8
|
|
Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for grants to Section 16 Officers on or after May 6, 2013 (incorporated by reference to Exhibit 10.2 to Motorola Inc’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (File No. 1-7221)).
|
*10.9
|
|
Form of Motorola Solutions Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after February 3, 2014.
|
10.10
|
|
Form of Motorola Solutions Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.11 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.11
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from August 1, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.1 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
|
10.12
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from May 6, 2008 to August 1, 2009 (incorporated by reference to Exhibit 10.54 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
|
10.13
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from February 11, 2007 to May 4, 2008 (incorporated by reference to Exhibit 10.37 to Motorola Inc.’s Current Report on Form 8-K filed on February 15, 2007 (File No. 1-7221)).
|
*10.14
|
|
Form of Motorola Solutions Stock Option Consideration Agreement for grants on or after February 3, 2014.
|
10.15
|
|
Form of Motorola Solutions Stock Option Consideration Agreement for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.15 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.16
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for grants from May 6, 2008 to January 3, 2011 (incorporated by reference to Exhibit 10.56 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
|
10.17
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for grants from February 27, 2007 to May 5, 2008 (incorporated by reference to Exhibit 10.4 to Motorola Inc.’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-7221)). |
10.18
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Section 16 Officers on or after May 6, 2013 (incorporated by reference to Exhibit 10.1 to Motorola Inc’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (File No. 1-7221)).
|
*10.19
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers on or after February 3, 2014.
|
10.20
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers on or after January 4, 2011 (incorporated by reference to Exhibit 10.18 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.21
|
|
Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers, for grants from May 5, 2010 to January 3, 2011 (incorporated by reference to Exhibit 10.2 to Motorola Inc’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010 (File No. 1-7221)).
|
10.22
|
|
Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers from August 1, 2009 to May 4, 2010 (incorporated by reference to Exhibit 10.2 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
|
10.23
|
|
Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers from January 1, 2009 to July 31, 2009 (incorporated by reference to Exhibit No. 10.4 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221)).
|
10.24
|
|
Motorola Solutions, Inc. Amended Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options and Addendum A Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Stock Appreciation Rights, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for a grant on February 22, 2011 to Gregory Q. Brown. (incorporated by reference to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011 (File No. 1-7221)).
|
10.25
|
|
Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grant on February 1, 2011 pursuant to the terms of the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.24 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.26
|
|
Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.25 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 ( File No. 1-7221)).
|
10.27
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Omnibus Incentive Plan of 2006 for grants from May 7, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.13 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.28
|
|
Form of Motorola Solutions Stock Option Consideration Agreement for Gregory Q. Brown for grants on or after January 4, 2011 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.27 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010)(File No. 1-7221)).
|
10.29
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from May 7, 2009 to January 3, 2011 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.14 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.30
|
|
Motorola, Inc. Award Document for the Motorola Solutions Omnibus Incentive Plan of 2006, Terms and Conditions Related to Employee Nonqualified Stock Options granted to Gregory Q. Brown on January 31, 2008 (Market-based vesting) (incorporated by reference to Exhibit 10.9 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
|
10.31
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from January 31, 2008 to May 6, 2009 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.10 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
|
10.32
|
|
Form of Motorola Solutions, Inc. Restricted Stock Award Agreement for Gregory Q. Brown under the Motorola Solutions Omnibus Incentive Plan of 2006 for grant on February 1, 2011 pursuant to the terms of the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.31 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.33
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown under the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.32 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.34
|
|
Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown relating to the Motorola Omnibus Incentive Plan of 2006, for grants from May 7, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.15 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.35
|
|
Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown relating to the Motorola Omnibus Incentive Plan of 2006 for grants from January 31, 2008 to May 7, 2009 (incorporated by reference to Exhibit No. 10.11 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
|
10.36
|
|
Amendment approved on November 10, 2009 to the form of Motorola, Inc. Restricted Stock Unit Award Agreement described herein as Exhibit 10.35 (incorporated by reference to Exhibit 10.17 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 1-7221)).
|
10.37
|
|
Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006, for acquisitions on or after January 1, 2012 (incorporated by reference to Exhibit 10.37 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-7221)).
|
10.38
|
|
Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006, for acquisitions on or after January 4, 2011 (incorporated by reference to Exhibit 10.37 to Motorola Solutions’ Annual Report on
Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)). |
10.39
|
|
Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan, for acquisitions from February 11, 2007 to January 3, 2011 (incorporated by reference to Exhibit 10.8 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-7221)).
|
10.40
|
|
Form of Motorola Solutions Deferred Stock Units Award between Motorola Solutions, Inc. and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants on or after January 1, 2012(incorporated by reference to Exhibit 10.40 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-7221)).
|
10.41
|
|
Form of Motorola Solutions Deferred Stock Units Award between Motorola Solutions, Inc. and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.39 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.42
|
|
Form of Deferred Stock Units Award between Motorola, Inc. and its non-employee directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan for grants from February 11, 2007 to January 3, 2011(incorporated by reference to Exhibit 10.9 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-7221)).
|
10.43
|
|
Motorola Omnibus Incentive Plan of 2003, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.6 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.44
|
|
Motorola Omnibus Incentive Plan of 2002, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.7 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.45
|
|
Motorola Omnibus Incentive Plan of 2000, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.8 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.46
|
|
Motorola Compensation/Acquisition Plan of 2000, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.10 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.47
|
|
Motorola Amended and Restated Incentive Plan of 1998, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.9 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.48
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Non-Employee Director Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2002 (incorporated by reference to Exhibit 10.2 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2002 (File No. 1-7221)).
|
10.49
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options, relating to the Motorola Omnibus Incentive Plan of 2003, the Motorola Omnibus Incentive Plan of 2002, the Motorola Omnibus Incentive Plan of 2000, the Motorola Amended and Restated Incentive Plan of 1998 and the Motorola Compensation/Acquisition Plan of 2000 for grants on or after May 2, 2005 (incorporated by reference to Exhibit 10.46 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2005 (File No. 1-7221)).
|
10.50
|
|
Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2003 or any successor plan, for acquisitions from January 1, 2006 to February 11, 2007 (incorporated by reference to Exhibit No. 10.25 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 1-7221)).
|
10.51
|
|
Motorola Non-Employee Directors Stock Plan, as amended and restated on May 6, 2003 (incorporated by reference to Exhibit 10.20 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2003 (File No. 1-7221)).
|
10.52
|
|
Motorola Solutions Executive Officer Short Term Incentive Plan dated January 17, 2013 (effective January 1, 2013) (incorporated by reference to Exhibit 10.50 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 1-7221)).
|
10.53
|
|
Motorola Solutions Executive Officer Short Term Incentive Plan Term Sheet (incorporated by reference to Exhibit 10.51 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 1-7221)).
|
10.54
|
|
Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated January 26, 2012(incorporated by reference to Exhibit 10.53 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-7221)).
|
*10.55
|
|
2014-2016 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated January 26, 2012.
|
10.56
|
|
2013-2015 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated January 26, 2012 (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2013 (File No. 1-7221)).
|
10.57
|
|
2012-2014 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated January 26, 2012 (incorporated by reference to Exhibit 10.54 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-7221)).
|
10.58
|
|
2011-2013 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP) (incorporated by reference to Exhibit 10.3 to Motorola Solutions’ Current Report on Form 8-K Report filed on March 17, 2011 (File No. 1-7221)).
|
10.59
|
|
Motorola Solutions Management Deferred Compensation Plan (As Amended and Restated Effective as of June 1, 2013) (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on June 5, 2013 (File No. 1-7221)).
|
10.60
|
|
Motorola Solutions Management Deferred Compensation Plan, as amended and restated effective as of December 1, 2010, as amended January 4, 2011 (incorporated by reference to Exhibit 10.57 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010
(File No. 1-7221)). |
10.61
|
|
Motorola Solutions, Inc. 2011 Senior Officer Change in Control Severance Plan, as amended and restated January 17, 2013 (incorporated by reference to Exhibit 10.59 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 1-7221)).
|
10.62
|
|
Motorola Solutions, Inc. Legacy Senior Officer Amended and Restated Change in Control Severance Plan (incorporated by reference to Exhibit No. 10.2 to Motorola Solutions Current Report on Form 8-K filed on January 31, 2011 (File No. 1-7221)).
|
10.63
|
|
Amendment No. 1 to the Motorola Solutions, Inc. Legacy Senior Officer Amended and Restated Change in Control Severance Plan (incorporated by reference to Exhibit 10.61 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 1-7221)).
|
10.64
|
|
Motorola Solutions, Inc. 2011 Executive Severance Plan, as amended and restated January 16, 2013 (incorporated by reference to Exhibit 10.62 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 1-7221)).
|
10.65
|
|
Motorola Solutions, Inc. Legacy Amended and Restated Executive Severance Plan (incorporated by reference to Exhibit 10.61 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.66
|
|
Amendment No. 1 to the Motorola Solutions, Inc. Legacy Amended and Restated Executive Severance Plan (incorporated by reference to Exhibit 10.64 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 1-7221)).
|
10.67
|
|
Arrangement for directors’ fees for non-employee directors (description incorporated by reference from the information under the caption “How the Directors are Compensated” of Motorola Solutions’ Proxy Statement for the Annual Meeting of Stockholders to be held on May 5, 2014 (“Motorola Solutions’ Proxy Statement”)).
|
*10.68
|
|
Description of Insurance covering non-employee directors and their spouses (including a description incorporated by reference from the information under the caption “Director Retirement Plan and Insurance Coverage” of the Motorola Solutions’ Proxy Statement.
|
10.69
|
|
Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Current Report on Form 8-K filed on August 29, 2008 (File No. 1-7221)).
|
10.70
|
|
Second Amendment, dated May 28, 2010, to the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Current Report on Form 8-K filed on May 28, 2010 (File No. 1-7221)).
|
10.71
|
|
Motorola Solutions, Inc. Separation Agreement and General Release between Motorola Solutions, Inc. and Eugene A. Delaney, dated as of June 13, 2013 (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on June 14, 2013 (File No. 1-7221)).
|
10.72
|
|
Aircraft Time Sharing Agreement dated May 4, 2009, by and between Motorola, Inc. and
Gregory Q. Brown (incorporated by reference to Exhibit 10.11 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)). |
10.73
|
|
Revolving Credit Agreement dated as of January 4, 2011 among Motorola Solutions, JP Morgan Chase Bank, N.A., as administrative agent, and the several lenders and agents party thereto (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
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*12
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Statement regarding Computation of Ratio of Earnings to Fixed Charges.
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*21
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Subsidiaries of Motorola Solutions, Inc.
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23
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Consent of Independent Registered Public Accounting Firm, see page 98 of the Annual Report on Form 10-K of which this Exhibit Index is a part.
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*31.1
|
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Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*31.2
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Certification of Gino A. Bonanotte pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*32.1
|
|
Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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*32.2
|
|
Certification of Gino A. Bonanotte pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Scheme Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed herewith
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Recipient:
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Date of Expiration:
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Commerce ID#:
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Number of Options:
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Date of Grant:
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Exercise Price:
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Shares
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Date
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1.
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VESTING AND EXERCISABILITY.
You cannot exercise the Options until they have vested.
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a.
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Regular Vesting.
The Options will vest in accordance with the above schedule (subject to the other terms of the Agreement).
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b.
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Special Vesting.
You may be subject to the Special Vesting Dates described below if your employment or service with Motorola Solutions or a Subsidiary (as defined below) terminates.
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c.
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Exercisability.
You may exercise Options at any time after they vest and before they expire as described below.
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d.
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Termination of Employment or Service.
For purposes of the Options, your employment or service relationship will be considered terminated as of the date you are no longer considered an employee on the payroll of Motorola Solutions or a Subsidiary, and unless otherwise expressly provided in the Agreement or determined by the Company (i) your right to vest in the Options under the Plan, if any, will terminate as of such date, and (ii) the period (if any) during which you may exercise the Options after such termination of your employment or service relationship will commence on such date; the
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2.
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EXPIRATION.
All Options expire on the earlier of (i) the Date of Expiration as stated above or (ii) any of the Special Expiration Dates described below. As an administrative matter, the vested portion of the Options may be exercised only until the close of the New York Stock Exchange on the Expiration Date or, as applicable the Special Expiration Date, or, if such date is not a trading day on the New York Stock Exchange, the last trading day before such date. Any later attempt to exercise the Options will not be honored as once an Option expires, you no longer have the right to exercise it.
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3.
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SPECIAL VESTING DATES AND SPECIAL EXPIRATION DATES.
There are events that cause your Options to vest sooner than the Regular Vesting schedule discussed above or to expire sooner than the Date of Expiration as stated above. Those events are as follows:
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a.
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Disability.
If your employment or service with Motorola Solutions or a Subsidiary is terminated because of your Total and Permanent Disability (as defined below), Options that are not vested will automatically become fully vested upon your termination of employment or service. All your Options will then expire on the earlier of the first anniversary of your termination of employment or service because of your Total and Permanent Disability or the Date of Expiration stated above. Until that time, the Options will be exercisable by you or your guardian or legal representative.
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b.
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Death.
If your employment or service with Motorola Solutions or a Subsidiary is terminated because of your death, Options that are not vested will automatically become fully vested upon your death. All your Options will then expire on the earlier of the first anniversary of your death or the Date of Expiration stated above. Until that time, with written proof of death and inheritance, the Options will be exercisable by your legal representative, legatees or distributees.
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c.
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Change In Control.
If a “Change in Control” of the Company occurs, and the successor corporation does not assume these Options or replace them with options that are at least comparable to these Options, then: (i) all of your unvested Options will be fully vested and (ii) all of your Options will be exercisable until the Date of Expiration set forth above. Further,
with respect to any Options that are assumed or replaced as described in the preceding paragraph,
any agreement or other documentation providing for such assumption or replacement
shall provide that the assumed or replaced options will be fully vested and exercisable until the Date of Expiration set forth above if you are involuntarily terminated (for a reason other than “Cause”) or if you quit for “Good Reason” within 24 months of the Change in Control.
For purposes of this paragraph, the terms “Change in Control”, “Cause” and “Good Reason” are defined in the Plan.
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d.
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Termination of Employment or Service Because of Serious Misconduct.
If Motorola Solutions or a Subsidiary terminates your employment or service because of Serious Misconduct (as defined below) all of your Options (vested and unvested) expire upon your termination,
unless prohibited under applicable law.
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e.
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Change in Employment in Connection with a Divestiture.
If you accept employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary, or if you remain employed by a Subsidiary that is sold (a “
Divestiture
”), all of your unvested Options will vest on a pro rata basis in an amount equal to (a)(i) the total number of Options subject to this Award Document, multiplied by (ii) a fraction, the numerator of which is the number of your completed full months of service from the Date of Grant to the date of the Divestiture and the denominator of which is the number of full months during the entire vesting period, minus (b) any Options that vested prior to the date of Divestiture. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after such Divestiture or (ii) the Date of
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f.
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Termination of Employment or Service by Motorola Solutions or a Subsidiary Other than for Serious Misconduct or a Divestiture.
If Motorola Solutions or a Subsidiary on its initiative, terminates your employment or service other than for Serious Misconduct or a Divestiture, all of your unvested Options will vest on a pro rata basis in an amount equal to (a)(i) the total number of Options subject to this Award Document, multiplied by (ii) a fraction, the numerator of which is the number of your completed full months of service from the Date of Grant to the date of your termination and the denominator of which is the number of full months during the entire vesting period, minus (b) any Options that vested prior to the date of termination. All of your vested but not yet exercised Options will expire on the earlier of (i) 90 days after your termination of employment or (ii) the Date of Expiration stated above.
Any Options remaining unvested at the date of your termination of employment or service will automatically expire at that time.
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g.
|
Termination of Employment or Service for any Other Reason than Described Above.
If your employment or service with Motorola Solutions or a Subsidiary terminates for any reason other than that described above, including voluntary resignation of your employment or service, all of your unvested Options will automatically expire upon termination of your employment or service and all of your vested but not yet exercised Options will expire on the earlier of (i) the date ninety (90) days after the date of termination of your employment or service or (ii) the Date of Expiration stated above.
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4.
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LEAVE OF ABSENCE/TEMPORARY LAYOFF.
If you take a Leave of Absence (as defined below) from Motorola Solutions or a Subsidiary or you are placed on Temporary Layoff (as defined below) by Motorola Solutions or a Subsidiary, the following will apply:
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a.
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Vesting of Options.
Options will continue to vest in accordance with the vesting schedule set forth above.
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b.
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Exercising Options.
You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff.
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c.
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Effect of Termination of Employment or Service.
If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined as described under “Special Vesting Dates and Special Expiration Dates” above.
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5.
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METHOD OF EXERCISING.
You must follow the procedures for exercising the Options that are established by Motorola Solutions from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any Tax-Related Items (as defined in Section 7) that are required to be withheld by Motorola Solutions or a Subsidiary in connection with the exercise.
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6.
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TRANSFERABILITY.
Unless the Committee provides otherwise, Options are not transferable other than by will or the laws of descent and distribution.
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7.
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TAX RELATED ITEMS.
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a.
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Responsibility for Taxes.
By accepting the Options, you acknowledge and agree that:
|
i.
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regardless of any action taken by the Company
or, if different, your employer (the “
Employer
”), you shall be ultimately responsible for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or legally imposed on the Company or the Employer as a result of your participation in the Plan and deemed by the Company or the Employer to be an appropriate charge to you (“
Tax-Related Items
”);
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ii.
|
your liability for Tax-Related Items may exceed the amount actually withheld by the Company or the Employer;
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iii.
|
the Company and/or the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exercise of the Options, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends;
|
iv.
|
the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result; and
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v.
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if you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
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b.
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Withholding Taxes.
Prior to the relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by:
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i.
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withholding shares of Common Stock otherwise deliverable to you in connection with the exercise of the Options; or
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ii.
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withholding from proceeds of the sale of shares of Common Stock acquired at exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization) without further consent.
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c.
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Withholding Taxes for Section 16 Officers
. Notwithstanding Section 7(b) above, if you are considered an officer for purposes of the Section 16 of the Exchange Act, you may elect to satisfy your obligations for Tax-Related Items by one of the withholding methods set forth in Section 7(b)(i) and (ii) above, unless otherwise set forth in the Appendix for your country. In the absence of such an election, the Company and/or the Employer will satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock otherwise deliverable in connection with the exercise of the Options, as set forth in Section 7(b)(i), unless the use of such withholding method is problematic under applicable tax or securities laws, or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be satisfied by the method set forth in Section 7(b)(ii) above.
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8.
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NATURE OF GRANT.
In accepting the Options, you acknowledge, understand and agree that:
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a.
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the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
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b.
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the grant of the Options is voluntary, non-recurrent and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past;
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c.
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all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company;
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d.
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the grant of the Options and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate your employment or service relationship (if any);
|
e.
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you are voluntarily participating in the Plan;
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f.
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the Options and any shares of Common Stock acquired under the Plan are not intended to replace any pension rights or compensation;
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g.
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the Options and any shares of Common Stock acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments, or welfare benefits or any similar payments;
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h.
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the future value of the shares of Common Stock underlying the Options is unknown, indeterminable, and cannot be predicted with certainty;
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i.
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if the shares of Common Stock underlying the Options do not increase in value, the Options will have no value;
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j.
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unless otherwise provided in the Plan or by the Company in its discretion, neither the Options nor the benefits evidenced by the Agreement shall create any entitlement to have the Options or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock of the Company;
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k.
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if you exercise the Options and acquire shares of Common Stock, the value of such shares may increase or decrease in value, even below the Exercise Price; and
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l.
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in addition to subsections (a) through (k) above, the following provisions will also apply if you are providing services outside the United States:
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i.
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the Options and the shares of Common Stock subject to the Options are not part of normal or expected compensation or salary for any purpose;
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ii.
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none of the Company, the Employer or any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Options or of any amounts due to you pursuant to the exercise of the Options or the subsequent sale of any shares of Common Stock acquired upon exercise;
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iii.
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no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from the termination of your employment or other service relationship with Motorola Solutions or any Subsidiary (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and
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iv.
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in consideration of the grant of the Options to which you are otherwise not entitled, you irrevocably agree (a) never to institute any claim against the Company, any Subsidiary or the Employer, (b) waive your ability, if any, to bring any such claim, and (c) release the Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim.
|
9.
|
NO ADVICE REGARDING GRANT.
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Common Stock. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
|
10.
|
CONSENT TO TRANSFER PERSONAL DATA
.
|
a.
|
By accepting the Options, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Agreement and any other Option grant materials ("Data") by and among, as applicable, the Employer, the Company and any Subsidiary for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that Data may include certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan.
|
b.
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You understand that Data will be transferred to the Designated Broker, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that a recipient’s country of operation (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your human resources representative.
|
c.
|
You authorize the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to withdraw your consent, your employment status or service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Options or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your human resources representative.
|
11.
|
COMPLIANCE WITH LAW.
Notwithstanding any other provision of the Plan or the Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares of Common Stock
|
12.
|
INSIDER TRADING RESTRICTIONS/MARKET ABUSE LAWS.
You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Common Stock or rights to acquire shares of Common Stock (
e.g
., Options) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by or determined under the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter.
|
13.
|
ELECTRONIC DELIVERY AND ACCEPTANCE.
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
14.
|
LANGUAGE.
If you have received the Agreement or any other document related to the Options and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
15.
|
SEVERABILITY.
The provisions of the Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
16.
|
WAIVER.
You acknowledge that a waiver by the Company of breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by you or any other grantee.
|
17.
|
APPENDIX.
Notwithstanding any provision of this Award Document, the Options shall be subject to any special terms and conditions set forth in the Appendix to this Award Document for your country. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of the Agreement.
|
18.
|
IMPOSITION OF OTHER REQUIREMENTS.
The Company reserves the right to impose other requirements on your participation in the Plan, on the Options and on any shares of Common Stock acquired upon exercise of the Options (or the proceeds from the sale of such shares), to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
19.
|
AGREEMENT FOLLOWING TERMINATION OF EMPLOYMENT.
|
a.
|
By accepting the Options, you acknowledge and agree that for a period of one year following your termination of employment or service, you will not hire, recruit, solicit or induce, or cause, allow,
|
b.
|
You agree that upon termination of employment or service with Motorola Solutions or a Subsidiary, and for a period of one year thereafter, you will immediately inform Motorola Solutions of (i) the identity of your new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities. You hereby authorize Motorola Solutions or a Subsidiary to provide a copy of this Award Document to your new employer. You further agree to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.
|
20.
|
SUBSTITUTE STOCK APPRECIATION RIGHT.
Motorola Solutions reserves the right to substitute a Stock Appreciation Right for your Options in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Options and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in shares of Common Stock.
|
21.
|
DEFINITION OF TERMS.
Capitalized terms used but not otherwise defined in this Award Document shall have the meaning given such term in the Plan.
|
a.
|
“
Confidential Information
” means information concerning the Company and its business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) the Company’s methods of operation and Company processes; (D) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (E) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (F) Company personnel data; (G) Company business plans, marketing plans, financial data and projections; and (H) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed generally known until such broader use is actually commercially implemented.
|
b.
|
“
Designated Broker
” means
E*TRADE Financial Services LLC or such other stock plan service provider as may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Plan.
|
c.
|
“
Fair Market Value
” for purposes of the Options at any time shall mean the closing price for a share of Common Stock on the date as of which such value is being determined, as reported for the New York Stock Exchange
-
Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on such date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the immediately preceding date for which transactions were reported;
provided however
, that if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined in such manner as the Committee may deem equitable, or as required by applicable law or regulations.
|
d.
|
“
Leave of Absence
” means an approved leave of absence from Motorola Solutions or a Subsidiary from which the employee has a right to reinstatement, as determined by applicable law or Motorola Solutions policy.
|
e.
|
“
Serious Misconduct
” means any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures.
|
f.
|
“
Subsidiary
” means any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Solutions and which is consolidated for financial reporting purposes.
|
g.
|
“
Total and Permanent Disability
” means for (x) U.S. employees, entitlement to long-term disability benefits under the Motorola Solutions Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute and (y) non-U.S. employees, as established by applicable Motorola Solutions policy unless otherwise required by local regulations.
|
h.
|
“
Temporary Layoff
” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.
|
22.
|
GOVERNING LAW AND CHOICE OF VENUE.
The Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, U.S.A., without regard to the provisions governing conflict of laws. Any and all disputes relating to, concerning or arising from the Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the grant of Options or the Agreement, shall be brought and heard exclusively
in a U.S. federal or state court located in Illinois
.
|
23.
|
ACCEPTANCE OF TERMS AND CONDITIONS.
By accepting the Options, you agree to be bound by the terms of the Agreement, the Plan, any and all rules and regulations established by Motorola Solutions in connection with awards issued under the Plan, and any additional covenants or promises Motorola Solutions may require as a condition of the grant.
|
24.
|
OTHER INFORMATION ABOUT YOUR OPTIONS AND THE PLAN.
You can find other information about options and the Plan on the Motorola Solutions website
[
http://____________________________
]
.
If you do not have access to the website, please contact Motorola Solutions Global Rewards, 1303 E. Algonquin Road, Schaumburg, IL 60196 USA; ______________; 847-576-7885; for an order form to request Plan documents.
|
(2)
|
The Plan and your participation in it are offered by the Company on a wholly discretionary basis;
|
(4)
|
None of the Company, the Employer or any Subsidiary is responsible for any decrease in the value of any shares of Common Stock acquired upon exercise of the Options.
|
|
|
|
|
|
|
Recipient:
|
|
|
Date of Grant:
|
|
|
Commerce ID#:
|
|
|
Number of Restricted Stock Units:
|
|
|
|
|
|
|
|
|
1.
|
AWARD OF RESTRICTED STOCK UNITS.
The Company hereby grants you the total number of Units stated above subject to the terms and conditions set forth in this Award Agreement, including any country-specific terms for your country set forth Appendix, and to all of the terms and conditions of the Plan. Each Unit granted represents an unsecured contractual obligation of the Company to issue one share of Common Stock upon satisfaction of the terms and conditions set forth in the Agreement.
|
1.
|
RESTRICTIONS.
The Units are being awarded to you subject to the transfer and forfeiture conditions set forth below (the “
Restrictions
”). In its sole discretion, the Compensation Committee or its delegee may amend or waive the provisions of subparagraphs (b) or (c) hereof, in whole or in part, to the extent necessary or advisable to comply with applicable laws, as determined by the Compensation Committee (or its delegee):
|
a.
|
No Assignment.
Prior to the vesting of the Units as described in Section 3 below, you may not directly or indirectly, in any capacity, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if you violate or attempt to violate this transfer restriction.
|
b.
|
Restricted Conduct.
As consideration for the Units(s) granted above under the terms of the Award Agreement and in acknowledgment of Motorola Solutions having provided you with confidential and proprietary information as a Motorola Solutions vice president or elected officer, you agree that you will comply with the restrictions set forth in subparagraphs
|
i.
|
Confidential Information.
During the course of your employment with the Company or any Subsidiary and thereafter, you agree that you will not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any Confidential Information (as defined in Section 26 below);
|
ii.
|
Solicitation of Employees.
During your employment and for a period of one year following the termination of your employment for any reason, you agree that you will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company who possesses Confidential Information of the Company to terminate his/her employment with the Company and/or to seek employment with your new or prospective employer, or any other company;
|
iii.
|
Solicitation of Customers.
During your employment and for a period of one year following the termination of your employment for any reason, you agree that you will not, directly or indirectly, in any capacity, on behalf of yourself or any other person, company or entity, solicit or participate in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company to any person, company or entity which was a customer or potential customer for such products or services and with which you had direct or indirect contact regarding those products or services or about which you learned Confidential Information at any time during the one year prior to your termination of employment with the Company;
|
iv.
|
Non-Competition regarding Products or Services.
During your employment and for a period of one year following the termination of your employment for any reason, you agree that you will not, directly or indirectly, in any capacity, provide products or services competitive with or similar to products or services offered by the Company to any person, company or entity which was a customer for such products or services and with which customer you had direct or indirect contact regarding those products or services or about which customer you learned Confidential Information at any time during the one year prior to your termination of employment with the Company;
|
v.
|
Non-Competition regarding Activities.
During your employment and for a period of one year following the termination of your employment for any reason, you agree that you will not, directly or indirectly, in any capacity, for your new or prospective employer, or any other person, company, or entity, accept employment involving or otherwise engage in any activity or activities competitive with or similar to any activity or activities in which you engaged at any time during the one year preceding termination of your employment with the Company in connection with any products, services, projects or technological developments (existing or planned) on which you worked or about which you learned Confidential Information at any time during the one year preceding termination of your employment; provided that this sub-paragraph (v) applies in any countries in which you have physically been present performing work for the Company at any time during the one year preceding termination of your employment; and
|
vi.
|
Non-Competition regarding Other Companies.
During your employment and for a period of one year following the termination of your employment for any reason, your agrees that you will not, directly or indirectly, in any capacity, accept employment with, render services to and/or act as an agent, associate, independent contractor, consultant, manager, member or partner of any person, company, or entity that competes with the Company in connection with any products, services, projects or technological developments (existing or planned) on which you worked or about which you learned Confidential Information at any time during the one year preceding termination of your employment.
|
c.
|
Recoupment Policy.
If you are an officer subject to Section 16, or become subject to Section 10D, of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Units are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such policy, as it may be amended from time to time, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s independent directors may require, among other things (a) cancellation of any of the Units that remain outstanding; and/or (b) reimbursement of any gains in respect of the Units, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon you. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.
|
2.
|
VESTING.
Subject to the terms and conditions of the Agreement, and provided the Units have not been forfeited as described in Section 2 above, the Units will vest as follows:
|
a.
|
Vesting Period.
The Units will vest as follows in accordance with the following schedule (the applicable date, the “
RSU Vesting Date
”):
|
i.
|
«Vesting_Schedule»
|
ii.
|
The period from the Date of Grant through the last vesting date set forth above is referred to as the “
Restriction Period.
” Any unvested Units shall be automatically
|
iii.
|
For purposes of the Award, your employment with the Company or a Subsidiary shall be considered terminated as of the date that you are no longer considered an employee on the payroll of Motorola Solutions or a Subsidiary; the Company shall have the exclusive discretion to determine when your employment with the Company or a Subsidiary has terminated for purposes of the Award.
|
iv.
|
If, during the Restriction Period, you take a Leave of Absence (as defined in Section 26 below) from Motorola Solutions or a Subsidiary, the Units will continue to be subject to the terms of the Agreement. If the Restriction Period expires while you are on a Leave of Absence, you will be entitled to the Units even if you have not returned to active employment.
|
b.
|
Change in Control.
If a Change in Control of the Company occurs and the successor corporation (or parent thereof) does not assume the Award or replace it with a comparable award, then the Units shall be fully vested; provided, further, that if the Award is assumed or replaced, any agreement or other documentation providing for such assumption or replacement shall provide that the assumed or replaced Award shall be fully vested in the event of your involuntary termination (for a reason other than “Cause”) or if you quit for “Good Reason,” in either case within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change of Control”, “Cause” and “Good Reason” are defined in the Plan.
|
c.
|
Total and Permanent Disability.
All unvested Units shall fully vest upon your termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability (as defined in Section 26 below).
|
d.
|
Death.
All unvested Units shall fully vest upon your termination of employment with Motorola Solutions and its Subsidiaries due to death.
|
e.
|
Certain Terminations of Employment.
In the case of a Termination due to a Divestiture (as defined in Section 26 below) and the Units are not assumed by your successor employer, or a parent or subsidiary thereof or replaced with an award at least comparable to these Units,or if Motorola Solutions or a Subsidiary terminates your employment for reasons other than for Serious Misconduct (as defined in Section 26 below) before the expiration of the Restriction Period, and if the Units have not been forfeited as described in Section 2 above, then the Units shall vest on a pro rata basis in an amount equal to (a)(i) the total number of Units subject to the Award, multiplied by (ii) a fraction, the numerator of which is the number of your completed full months of service from the Date of Grant to the date of termination and the denominator of which is the Restriction Period, minus (b) any Units that vested prior to such termination. Any Units remaining unvested at the date of such termination shall be forfeited.
|
3.
|
DELIVERY OF CERTIFICATES OR EQUIVALENT.
|
a.
|
Upon the vesting of the applicable Units described in Section 3 above, the Company shall, at its election, either: (i) establish a U.S. brokerage account for you with the Designated Broker (as defined in Section 26) and credit to that account the number of shares of Common Stock of the Company equal to the number of Units that have vested, less any Tax-Related Items (as defined in Section 9 below); or (ii) deliver to you a certificate representing a number of shares of Common Stock equal to the number of Units that have vested, less any shares withheld or sold to cover Tax-Related Items (as defined in Section 9 below).
|
b.
|
Subject to Section 25, the actions contemplated by clauses (i) and (ii) above shall occur within 60 days following the date that the applicable Units vested.
|
4.
|
WHOLE SHARES.
Vested Units shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to you.
|
5.
|
ADJUSTMENTS.
The Units shall be subject to adjustment as provided in Section 16 of the Plan.
|
6.
|
FUNDING.
No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.
|
7.
|
DIVIDENDS AND STOCKHOLDER RIGHTS.
|
a.
|
Dividends
. No dividends (or dividend equivalents) shall be paid with respect to Units credited to your account.
|
b.
|
Stockholder Rights
. You shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificate or equivalent representing shares of Common Stock in satisfaction of the Units.
|
8.
|
TAX-RELATED ITEMS.
|
a.
|
Responsibility for Taxes.
By accepting the Award, you acknowledge and agree that:
|
i.
|
regardless of any action taken by the Company
or, if different, your employer (the “
Employer
”), you shall be ultimately responsible for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or legally imposed on the Company or the Employer as a result of your participation in the Plan and deemed by the Company or the Employer to be an appropriate charge to you (“
Tax-Related Items
”);
|
ii.
|
Your liability for Tax-Related Items may exceed the amount actually withheld by the Company or the Employer;
|
iii.
|
the Company and/or the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends;
|
iv.
|
the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the grant of the Award or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result; and
|
v.
|
if you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Company
and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
b.
|
Withholding Taxes
. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
|
i.
|
withholding shares of Common Stock otherwise deliverable to you in connection with vesting of the Units; or
|
ii.
|
withholding from proceeds of the sale of shares of Common Stock acquired upon vesting of the Units, either through a voluntary sale or through a mandatory sale arranged by the Company
(on your behalf pursuant to this authorization).
|
c.
|
Withholding Taxes for Section 16 Officers
. Notwithstanding Section 9(b) above, if you are considered an officer for purposes of the Section 16 of the United States Exchange Act of 1934, as amended (the “
Exchange Act
”) you may elect to satisfy your obligations for Tax-Related Items by one of the withholding methods set forth in Section 9(b)(i) - (ii) above, unless otherwise set forth in the Appendix for your country. In the absence of such an election, the Company and/or the Employer will satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, as set forth in Section 9(b)(i), unless the use of such withholding method is problematic under applicable tax or securities laws, or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be satisfied by the methods set forth in Sections 9(b)(ii) above.
|
9.
|
NATURE OF GRANT.
In accepting the Award, you acknowledge, understand and agree that:
|
a.
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
b.
|
the grant of Units is voluntary, non-recurrent and occasional and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, even if Units have been granted in the past;
|
c.
|
all decisions with respect to future grants of Units or other awards, if any, will be at the sole discretion of the Company;
|
d.
|
the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate your employment relationship (if any);
|
e.
|
you are voluntarily participating in the Plan;
|
f.
|
the Units and the shares of Common Stock subject to the Units are not intended to replace any pension rights or compensation;
|
g.
|
the Units and the shares of Common Stock subject to the Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments, welfare benefits or any similar payments;
|
h.
|
the future value of the shares of Common Stock underlying the Units is unknown, indeterminable and cannot be predicted with certainty;
|
i.
|
except as otherwise provided in the Agreement, in the Plan or by the Company in its discretion, the Units and the benefits evidenced by the Agreement do not create any entitlement to have the Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock of the Company; and
|
j.
|
in addition to subsections (a) through (i) above, the following provisions will also apply if you are providing services outside the United States:
|
i.
|
the Units and the shares of Common Stock subject to the Units are not part of normal or expected compensation or salary for any purpose;
|
ii.
|
none of the Company, the Employer or any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Units or of any amounts due to you pursuant to the settlement of the Units or the subsequent sale of any shares of Common Stock acquired upon settlement of the Units;
|
iii.
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of your employment (for any reason
|
iv.
|
in consideration of the grant of the Award to which you are otherwise not entitled, You irrevocably agree (a) never to institute any claim against the Company,
any Subsidiary or the Employer, (b) waives your ability, if any, to bring any such claim, and (c) release the Company,
its Subsidiaries and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, You shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim.
|
10.
|
ACKNOWLEDGEMENTS.
With respect to the subject matter of Sections 2b(i) through (v) and Sections 16 and 17 hereof, the Agreement represents the entire agreement between you and the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this Agreement shall be found by any court as specified in Section 17 below to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. You hereby agree that the court may modify any invalid, overbroad or unenforceable term of this Agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting the Award, you affirmatively state that you have not, will not and cannot rely on any representations not expressly made herein.
|
11.
|
MOTOROLA SOLUTIONS ASSIGNMENT RIGHTS.
Motorola Solutions shall have the right to assign the Agreement, which shall not affect the validity or enforceability of the Agreement. The Agreement shall inure to the benefit of assigns and successors of Motorola Solutions.
|
12.
|
ACTIONS BY THE COMPENSATION COMMITTEE.
The Compensation Committee may delegate its authority to administer the Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.
|
13.
|
AGREEMENT FOLLOWING TERMINATION OF EMPLOYMENT.
|
a.
|
You agree that upon termination of employment with Motorola Solutions or a Subsidiary (as defined in Section 26 below), you will immediately inform Motorola Solutions of (i) the identity of any new employer (or the nature of any start-up business or self-employment), (ii) your new title, and (iii) your job duties and responsibilities.
|
b.
|
You hereby authorize Motorola Solutions or a Subsidiary to provide a copy of the Agreement to your new employer. You further agree to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine your compliance with the terms hereof.
|
14.
|
CONSENT TO TRANSFER PERSONAL DATA.
|
a.
|
By accepting the Award, you hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of your personal data as described in the Agreement and any other Award grant materials (“Data”) by and among, as applicable,
|
b.
|
You understand that Data will be transferred to the Designated Broker, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of Data may be located in the United States or elsewhere, and that a recipient’s country of operation (e.g., the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of Data by contacting your human resources representative.
|
c.
|
You authorize the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your human resources representative. You understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to withdraw your consent, your employment status and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to make grants of Units or other awards to you, or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your human resources representative.
|
15.
|
REMEDIES FOR BREACH.
You hereby acknowledge that the harm caused to the Company by the breach or anticipated breach of 2b(i), (ii), (iii), (iv) and/or (v) hereof will be irreparable and further agree the Company may obtain injunctive relief against you in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to the Agreement, any other agreements between you and the Company for the protection of Confidential Information or law, including the recovery of liquidated damages. You agree that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 17 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over you. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.
|
16.
|
GOVERNING LAW AND CHOICE OF VENUE.
All questions concerning the construction, validity and interpretation of the Agreement shall be governed by and construed according to the
|
17.
|
NO ADVICE REGARDING GRANT.
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Common Stock. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
|
18.
|
COMPLIANCE WITH LAW.
Notwithstanding any other provision of the Plan or the Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares of Common Stock issuable upon vesting of the Units prior to the completion of any registration or qualification of the Common Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“
SEC
”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Common Stock with the SEC or any state or foreign securities commission, or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Common Stock. Further, you agree that the Company
shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Common Stock.
|
19.
|
INSIDER TRADING RESTRICTIONS/MARKET ABUSE LAWS.
You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Common Stock or rights to acquire shares of Common Stock (
e.g
., Units) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by or determined under the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter.
|
20.
|
LANGUAGE.
If you have received the Agreement or any other document related to the Award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
21.
|
ELECTRONIC DELIVERY AND ACCEPTANCE.
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
22.
|
APPENDIX.
Notwithstanding any provision of this Award Agreement, the Award shall be subject to any special terms and conditions set forth in the Appendix to this Award Agreement for your country. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that
|
23.
|
IMPOSITION OF OTHER REQUIREMENTS.
The Company reserves the right to impose other requirements on your participation in the Plan, on the Units and on any shares of Common Stock acquired under the Plan (or the proceeds from the sale of such shares), to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
24.
|
409A COMPLIANCE APPLICABLE ONLY TO YOU IF SUBJECT TO U.S. TAX.
|
a.
|
Notwithstanding any provision of the Agreement to the contrary, if you are a “specified employee” (certain officers of Motorola Solutions or its Subsidiaries or certain employee-stockholders of Motorola Solutions, both within the meaning of U.S. Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions from time to time and in accordance with U.S. Treasury Regulation Section 1.409A-1(i)) on the date of your termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “
Code
”), that you are entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six-month period immediately following the date of your termination of employment will instead be paid or delivered on the earlier of (i) the first day of the seventh month following the date of your termination of employment, and (ii) your death.
|
b.
|
Notwithstanding any provision of the Agreement that requires the Company to pay or deliver payments with respect to Units upon vesting (or within 60 days following the date that the applicable Units vest), if the event that causes the applicable Units to vest is not a permissible payment event as defined in Section 409A(a)(2) of the Code, then the payment with respect to such Units will instead be paid or delivered on the earlier of (i) the specified date of payment or delivery originally provided for such Units and (ii) the date of your termination of employment (subject to any delay required by Section 25(a) above). Payment shall be made within 60 days following the applicable payment date. For purposes of determining the time of payment or delivery of any payment you are entitled to receive upon termination of employment, the determination of whether you have experienced a termination of employment will be determined by Motorola Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.
|
c.
|
For purposes of Section 9, to avoid a prohibited acceleration under Section 409A of the Code, if shares of Common Stock subject to the Units will be withheld (or sold on your behalf) to satisfy any Tax-Related Items arising prior to the date of settlement of the Units for any portion of the Units that is considered nonqualified deferred compensation subject to 409A of the Code, then the number of shares of Common Stock withheld (or sold on your behalf) shall not exceed the number of shares that equals your liability for Tax-Related Items.
|
25.
|
DEFINITIONS.
Any capitalized terms used herein that are not otherwise defined below or elsewhere in this Award Agreement shall have the same meaning provided under the Plan.
|
a.
|
“
Confidential Information
” means information concerning the Company and its business that is not generally known outside the Company, and includes (1) trade secrets; (2) intellectual property; (3) the Company’s methods of operation and Company processes; (4)
|
b.
|
“
Designated Broker
” means E*TRADE Financial Services LLC or such other stock plan service provider as may be selected by the Company in the future for purposes of assisting the Company with the implementation, administration and management of the Plan.
|
c.
|
“
Fair Market Value
” for purposes of the Award at any time shall mean the closing price for a share of Common Stock on the date as of which such value is being determined, as reported for the New York Stock Exchange-Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on such date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the immediately preceding date for which transactions were reported;
provided
however,
that if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined in such manner as the Compensation Committee may deem equitable, or as required by applicable law or regulation.
|
d.
|
“
Leave of Absence
” means an approved leave of absence from Motorola Solutions or a Subsidiary from which the employee has a right to reinstatement, as determined by applicable law or Motorola Solutions policy.
|
e.
|
“
Serious Misconduct
” for purposes of the Award means any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures.
|
f.
|
“
Subsidiary
” means any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Solutions and which is consolidated for financial reporting purposes.
|
g.
|
“
Termination due to a Divestiture
” for purposes of the Award means your acceptance of employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary, or if you remain employed by a Subsidiary that is sold (a “
Divestiture
”).
|
h.
|
“
Total and Permanent Disability
” means for (i) U.S. employees: entitlement to long term disability benefits under the Motorola Solutions Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute, or for (ii) Non-U.S. employees: as established by applicable Motorola Solutions policy unless otherwise required by local regulations.
|
26.
|
ACCEPTANCE OF TERMS AND CONDITIONS.
By electronically accepting the Award within 30 days after the date of the electronic mail notification by the Company to you of the grant of the Award (“
Email Notification Date
”), you agree to be bound by the terms and conditions, the Plan, and any and all rules and regulations established by Motorola Solutions in connection with awards issued under the Plan. If you do not electronically accept the Award within 30 days of the Email Notification Date, you will not be entitled to the Units.
|
27.
|
PLAN DOCUMENTS.
The Plan and the Prospectus for the Plan are available at
[
http://___________________________________________________
]
or from Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196 (847) 576-7885.
|
(2)
|
The Plan and your participation in it are offered by the Company on a wholly discretionary basis;
|
(4)
|
None of the Company, the Employer or any Subsidiary is responsible for any decrease in the value of any shares of Common Stock acquired at vesting of the Units.
|
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a Covered Accident that occurs while on active duty service in the military, naval or air force of any country or international organization. Upon Our receipt of proof of service, We will refund any premium paid for this time. Reserve or National Guard active duty training is not excluded unless it extends beyond 31 days.
|
•
|
sickness, disease, bodily or mental infirmity, bacterial or viral infection, or medical or surgical treatment thereof, except for any bacterial infection resulting from an accidental external cut or wound or accidental ingestion of contaminated food.
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MOTOROLA SOLUTIONS, INC.
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LISTING OF MAJOR SUBSIDIARIES
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12/31/2013
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EXHIBIT 21
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Symbol Technologies, Inc.
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US
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Motorola Solutions Malaysia Sdn. Bhd.
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Malaysia
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1.
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I have reviewed the annual report on Form 10-K of Motorola Solutions, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ GREGORY Q. BROWN
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Gregory Q. Brown
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Chairman and Chief Executive Officer
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Motorola Solutions, Inc.
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1.
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I have reviewed this annual report on Form 10-K of Motorola Solutions, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ GINO A. BONANOTTE
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Gino A. Bonanotte
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Executive Vice President and Chief Financial Officer
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Motorola Solutions, Inc.
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(1)
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the annual report on Form 10-K for the period ended December 31, 2013 (the “Annual Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
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/s/ GREGORY Q. BROWN
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Gregory Q. Brown
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Chairman and Chief Executive Officer
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Motorola Solutions, Inc.
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(1)
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the annual report on Form 10-K for the period ended December 31, 2013 (the “Annual Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
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/s/ GINO A. BONANOTTE
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Gino A. Bonanotte
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Executive Vice President and Chief Financial Officer
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Motorola Solutions, Inc.
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