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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General
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Business Organization
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Strategy and Focus Areas
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Customers and Contracts
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Competition
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Environmental Quality
and Regulatory Matters
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Material Dispositions
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Integration services
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Integration services includes the implementation, optimization, and integration of systems, devices, software and applications. Integration services represented 45% of the net sales of the Services segment in 2014.
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Lifecycle Support services
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Lifecycle Support services includes software and hardware maintenance, security patches and upgrades, call center support, network monitoring and repair services. Lifecycle Support services represented 38% of the net sales of the Services segment in 2014.
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Managed services
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Managed services includes management and operation of our customers’ systems and/or devices on their behalf at defined service levels. Managed services includes the Company acting as either a hosted or mobile virtual network operator and the management of end-user customers on a Motorola Solutions owned system. Managed services represented 10% of the net sales of the Services segment in 2014.
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Smart Public Safety Solutions
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Smart Public Safety Solutions includes servicing our customers’ "Command & Control" centers with both software and hardware solutions. These solutions support video monitoring, data analytics, and content management with the objective of enabling smart policing. Smart Public Safety Solutions represented 3% of the net sales of the Services segment in 2014.
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iDEN services
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Integrated Digital Enhanced Network (“iDEN”) is a Motorola Solutions proprietary push-to-talk technology. iDEN services consists primarily of hardware and software maintenance services for our legacy iDEN customers and represented 4% of the net sales of the Services segment in 2014.
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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; and
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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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December 31
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||||||
(In millions)
|
2014
|
|
2013
|
||||
Products
|
$
|
1,194
|
|
|
$
|
1,141
|
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Services
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4,582
|
|
|
4,314
|
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||
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$
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5,776
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|
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$
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5,455
|
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•
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On October 27, 2014, we completed the sale of certain assets and liabilities of the Enterprise business to Zebra. The financial results of the disposed business have been reclassified to discontinued operations for all periods presented. The results of discontinued operations are discussed in further detail in the “Discontinued Operations” footnote included in Item 8.
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•
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On January 1, 2012, we completed a series of transactions which resulted in exiting the amateur, marine and airband radio businesses.
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•
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On October 28, 2011, we completed the sale of our wireless broadband businesses.
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•
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On April 29, 2011, we completed the sale of certain assets and liabilities of our Networks business to Nokia Siemens Networks ("NSN").
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•
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On January 4, 2011, the distribution of Motorola Mobility was completed. The stockholders of record as of the close of business on December 21, 2010 received one (1) share of Motorola Mobility common stock for each eight (8) shares of our common stock held.
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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 Solutions, 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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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
|
|
(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)
|
|
(d) Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Program
(2)
|
||||||
9/28/14 to 10/25/14
|
3,596,438
|
|
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$
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60.97
|
|
|
3,596,438
|
|
|
$
|
414,128,579
|
|
10/26/14 to 11/23/14
(3)
|
14,414,401
|
|
|
$
|
65.74
|
|
|
14,414,401
|
|
|
$
|
4,466,227,450
|
|
11/24/14 to 12/31/14
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3,934,678
|
|
|
$
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65.10
|
|
|
3,934,678
|
|
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$
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4,210,081,265
|
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Total
|
21,945,517
|
|
|
$
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64.85
|
|
|
21,945,517
|
|
|
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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, July 22, 2013, and November 4, 2014 the Board of Directors has authorized the Company to repurchase an aggregate amount of up to $12.0 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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(3)
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On November 4, 2014 the Company entered into a stock purchase agreement with ValueAct to purchase 11,319,047 shares of the Company's common stock.
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Years Ended December 31
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||||||||||||||||||
(In millions, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
5,881
|
|
|
$
|
6,227
|
|
|
$
|
6,269
|
|
|
$
|
5,738
|
|
|
$
|
5,482
|
|
Operating earnings (loss)
|
(1,006
|
)
|
|
947
|
|
|
920
|
|
|
598
|
|
|
591
|
|
|||||
Earnings (loss) from continuing operations, net of tax*
|
(697
|
)
|
|
933
|
|
|
670
|
|
|
582
|
|
|
125
|
|
|||||
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) from continuing operations per common share*
|
$
|
(2.84
|
)
|
|
$
|
3.45
|
|
|
$
|
2.25
|
|
|
$
|
1.71
|
|
|
$
|
0.37
|
|
Earnings per diluted common share*
|
5.29
|
|
|
4.06
|
|
|
2.96
|
|
|
3.41
|
|
|
1.87
|
|
|||||
Diluted weighted average common shares outstanding (in millions)
|
245.6
|
|
|
270.5
|
|
|
297.4
|
|
|
339.7
|
|
|
338.1
|
|
|||||
Dividends declared per share
|
$
|
1.30
|
|
|
$
|
1.14
|
|
|
$
|
0.96
|
|
|
$
|
0.22
|
|
|
$
|
—
|
|
Balance Sheet
|
|
|
|
|
|
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|
||||||||||
Total assets
|
$
|
10,423
|
|
|
$
|
11,851
|
|
|
$
|
12,679
|
|
|
$
|
13,929
|
|
|
$
|
25,577
|
|
Total long-term debt
|
3,400
|
|
|
2,461
|
|
|
1,863
|
|
|
1,535
|
|
|
2,703
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
181
|
|
|
$
|
169
|
|
|
$
|
170
|
|
|
$
|
165
|
|
|
$
|
172
|
|
% of sales
|
3.1
|
%
|
|
2.7
|
%
|
|
2.7
|
%
|
|
2.9
|
%
|
|
3.1
|
%
|
|||||
Research and development expenditures
|
$
|
681
|
|
|
$
|
761
|
|
|
$
|
790
|
|
|
$
|
778
|
|
|
$
|
791
|
|
% of sales
|
11.6
|
%
|
|
12.2
|
%
|
|
12.6
|
%
|
|
13.6
|
%
|
|
14.4
|
%
|
•
|
Net sales were
$5.9 billion
in
2014
compared to
$6.2 billion
in
2013
.
|
•
|
We had an operating loss of
$1.0 billion
in
2014
, compared to operating earnings of
$947 million
in
2013
. Included in the 2014 operating loss was a
$1.9 billion
pension settlement loss, including related expenses.
|
•
|
Loss from continuing operations was
$697 million
, or
$(2.84)
per diluted common share in
2014
, compared to earnings of
$933 million
, or
$3.45
per diluted common share in
2013
.
|
•
|
Cash used for operating activities was
$685 million
in
2014
, compared to cash provided by operating activities of
$555 million
in
2013
. We contributed
$1.3 billion
to our pension plans during
2014
, compared to
$182 million
in
2013
.
|
•
|
We provided cash to shareholders through repurchases of
$2.5 billion
in shares and
$318 million
in cash dividends during
2014
.
|
•
|
In the Products segment, net sales were
$3.8 billion
in
2014
, a
decrease
of
$302 million
, or
7%
, compared to
$4.1 billion
in
2013
. On a geographic basis, net sales decreased in North America, Latin America and Asia Pacific and Middle East ("APME") and increased in Europe and Africa ("EA") compared to 2013. Operating losses were
$667 million
in
2014
, compared to operating earnings of
$639 million
in
2013
. Operating margin decreased in
2014
to
(17.5)%
from
15.6%
in
2013
. Approximately
$1.3 billion
of pension settlement losses were allocated to the Products segment in 2014.
|
•
|
In the Services segment, net sales were
$2.1 billion
in
2014
, a
decrease
of
$44 million
, or
2%
, compared to
$2.1 billion
in
2013
. On a geographic basis, net sales decreased in North America, Latin America and APME and increased in EA, compared to
2013
. Operating losses were
$339 million
in
2014
, compared to operating earnings of
$308 million
in
|
•
|
Sold our Enterprise business for
$3.5 billion
, enabling us to focus on the core government and public safety mission-critical communications business and associated expansion opportunities;
|
•
|
De-risked our U.S. Pension plan by significantly reducing the total liability of the plan and cutting the number of participants by approximately half, with the effect of reducing expected future contributions and volatility;
|
•
|
Reduced operating expenses by more than $200 million as compared to 2013, including reorganizing our R&D and SG&A functions. This reorganization both reduced costs and enabled efficiencies that shifted more investment into key areas such as Services and Public Safety LTE solutions; and
|
•
|
Returned approximately
$2.9 billion
in capital to shareholders through share repurchases and dividends.
|
•
|
Ended 2014 with a record backlog position of $5.8 billion, up 6% compared to 2013;
|
•
|
Services backlog up over $250 million versus 2013, including:
|
◦
|
Significant growth in multi-year software & hardware maintenance contracts;
|
◦
|
Significant growth in managed services orders and pipeline opportunities; and
|
◦
|
Won six public safety accounts for our Smart Public Safety Solutions.
|
•
|
Awarded largest public safety LTE system in the world for $175 million;
|
•
|
North America ended 2014 with record fourth quarter sales and orders; and
|
•
|
EA grew sales 5% year-over-year on a difficult comparison.
|
|
Years ended December 31
|
|||||||||||||||||||
(Dollars in millions, except per share amounts)
|
2014
|
|
% of
Sales ** |
|
2013
|
|
% of
Sales ** |
|
2012
|
|
% of
Sales ** |
|||||||||
Net sales from products
|
$
|
3,807
|
|
|
|
|
$
|
4,109
|
|
|
|
|
$
|
4,236
|
|
|
|
|||
Net sales from services
|
2,074
|
|
|
|
|
2,118
|
|
|
|
|
2,033
|
|
|
|
||||||
Net sales
|
5,881
|
|
|
|
|
6,227
|
|
|
|
|
6,269
|
|
|
|
||||||
Costs of product sales
|
1,678
|
|
|
44.1
|
%
|
|
1,808
|
|
|
44.0
|
%
|
|
1,795
|
|
|
42.4
|
%
|
|||
Costs of services sales
|
1,372
|
|
|
66.2
|
%
|
|
1,310
|
|
|
61.9
|
%
|
|
1,280
|
|
|
63.0
|
%
|
|||
Costs of sales
|
3,050
|
|
|
51.9
|
%
|
|
3,118
|
|
|
50.1
|
%
|
|
3,075
|
|
|
49.1
|
%
|
|||
Gross margin
|
2,831
|
|
|
48.1
|
%
|
|
3,109
|
|
|
49.9
|
%
|
|
3,194
|
|
|
50.9
|
%
|
|||
Selling, general and administrative expenses
|
1,184
|
|
|
20.1
|
%
|
|
1,330
|
|
|
21.4
|
%
|
|
1,472
|
|
|
23.5
|
%
|
|||
Research and development expenditures
|
681
|
|
|
11.6
|
%
|
|
761
|
|
|
12.2
|
%
|
|
790
|
|
|
12.6
|
%
|
|||
Other charges
|
1,972
|
|
|
33.5
|
%
|
|
71
|
|
|
1.1
|
%
|
|
12
|
|
|
0.2
|
%
|
|||
Operating earnings (loss)
|
(1,006
|
)
|
|
(17.1
|
)%
|
|
947
|
|
|
15.2
|
%
|
|
920
|
|
|
14.7
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net
|
(126
|
)
|
|
(2.1
|
)%
|
|
(113
|
)
|
|
(1.8
|
)%
|
|
(66
|
)
|
|
(1.1
|
)%
|
|||
Gains on sales of investments
|
5
|
|
|
0.1
|
%
|
|
37
|
|
|
0.6
|
%
|
|
26
|
|
|
0.4
|
%
|
|||
Other
|
(34
|
)
|
|
(0.6
|
)%
|
|
9
|
|
|
0.1
|
%
|
|
1
|
|
|
—
|
%
|
|||
Total other expense
|
(155
|
)
|
|
(2.6
|
)%
|
|
(67
|
)
|
|
(1.1
|
)%
|
|
(39
|
)
|
|
(0.6
|
)%
|
|||
Earnings (loss) from continuing operations before income taxes
|
(1,161
|
)
|
|
(19.7
|
)%
|
|
880
|
|
|
14.1
|
%
|
|
881
|
|
|
14.1
|
%
|
|||
Income tax expense (benefit)
|
(465
|
)
|
|
(7.9
|
)%
|
|
(59
|
)
|
|
(0.9
|
)%
|
|
211
|
|
|
3.4
|
%
|
|||
Earnings (loss) from continuing operations
|
(696
|
)
|
|
(11.8
|
)%
|
|
939
|
|
|
15.1
|
%
|
|
670
|
|
|
10.7
|
%
|
|||
Less: Earnings attributable to noncontrolling interests
|
1
|
|
|
—
|
%
|
|
6
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|||
Earnings (loss) from continuing operations*
|
(697
|
)
|
|
(11.9
|
)%
|
|
933
|
|
|
15.0
|
%
|
|
670
|
|
|
10.7
|
%
|
|||
Earnings from discontinued operations, net of tax
|
1,996
|
|
|
33.9
|
%
|
|
166
|
|
|
2.7
|
%
|
|
211
|
|
|
3.4
|
%
|
|||
Net earnings*
|
$
|
1,299
|
|
|
22.1
|
%
|
|
$
|
1,099
|
|
|
17.6
|
%
|
|
$
|
881
|
|
|
14.1
|
%
|
Earnings (loss) per diluted common share*:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
$
|
(2.84
|
)
|
|
|
|
$
|
3.45
|
|
|
|
|
$
|
2.25
|
|
|
|
|||
Discontinued operations
|
8.13
|
|
|
|
|
0.61
|
|
|
|
|
0.71
|
|
|
|
||||||
Earnings per diluted common share*
|
$
|
5.29
|
|
|
|
|
$
|
4.06
|
|
|
|
|
$
|
2.96
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
North America
|
61
|
%
|
|
63
|
%
|
|
62
|
%
|
Latin America
|
9
|
%
|
|
8
|
%
|
|
9
|
%
|
EA
|
17
|
%
|
|
16
|
%
|
|
14
|
%
|
APME
|
13
|
%
|
|
13
|
%
|
|
15
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Years ended December 31
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014—2013
|
|
2013—2012
|
||||||||
Segment net sales
|
$
|
3,807
|
|
|
$
|
4,109
|
|
|
$
|
4,236
|
|
|
(7
|
)%
|
|
(3
|
)%
|
Operating earnings (loss)
|
(667
|
)
|
|
639
|
|
|
656
|
|
|
(204
|
)%
|
|
(3
|
)%
|
|
Years ended December 31
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014—2013
|
|
2013—2012
|
||||||||
Segment net sales
|
$
|
2,074
|
|
|
$
|
2,118
|
|
|
$
|
2,033
|
|
|
(2
|
)%
|
|
4
|
%
|
Operating earnings (loss)
|
(339
|
)
|
|
308
|
|
|
264
|
|
|
(210
|
)%
|
|
17
|
%
|
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
||||||
Products
|
$
|
48
|
|
|
$
|
57
|
|
|
$
|
22
|
|
Services
|
25
|
|
|
29
|
|
|
11
|
|
|||
|
$
|
73
|
|
|
$
|
86
|
|
|
$
|
33
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||||||
(in millions)
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Uncertain
Timeframe |
|
Thereafter
|
||||||||||||||||
Long-term debt obligations
|
$
|
3,456
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
3,425
|
|
Lease obligations
|
454
|
|
|
68
|
|
|
56
|
|
|
45
|
|
|
35
|
|
|
33
|
|
|
—
|
|
|
217
|
|
||||||||
Purchase obligations*
|
40
|
|
|
23
|
|
|
14
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax obligations
|
96
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
|
|
||||||||
Total contractual obligations
|
$
|
4,046
|
|
|
$
|
120
|
|
|
$
|
75
|
|
|
$
|
53
|
|
|
$
|
41
|
|
|
$
|
44
|
|
|
$
|
71
|
|
|
$
|
3,642
|
|
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
||||||
Accounts receivable sales proceeds
|
$
|
50
|
|
|
$
|
14
|
|
|
$
|
12
|
|
Long-term receivables sales proceeds
|
124
|
|
|
131
|
|
|
178
|
|
|||
Total proceeds from receivable sales
|
$
|
174
|
|
|
$
|
145
|
|
|
$
|
190
|
|
December 31
|
2014
|
|
2013
|
||||
Finished goods
|
$
|
163
|
|
|
$
|
157
|
|
Work-in-process and production materials
|
313
|
|
|
315
|
|
||
|
476
|
|
|
472
|
|
||
Less inventory reserves
|
(131
|
)
|
|
(125
|
)
|
||
|
$
|
345
|
|
|
$
|
347
|
|
|
1% Point
Increase |
|
1% Point
Decrease |
||||
Increase (decrease) in:
|
|
|
|
||||
New Plans' net periodic pension costs
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
2014
|
|
2013
|
||||
Euro
|
$
|
214
|
|
|
$
|
(132
|
)
|
Chinese Renminbi
|
(161
|
)
|
|
(181
|
)
|
||
Norwegian Krone
|
(90
|
)
|
|
(95
|
)
|
||
Australian Dollar
|
(42
|
)
|
|
(17
|
)
|
||
British Pound
|
34
|
|
|
257
|
|
|
Years ended December 31
|
||||||||||
(In millions, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales from products
|
$
|
3,807
|
|
|
$
|
4,109
|
|
|
$
|
4,236
|
|
Net sales from services
|
2,074
|
|
|
2,118
|
|
|
2,033
|
|
|||
Net sales
|
5,881
|
|
|
6,227
|
|
|
6,269
|
|
|||
Costs of product sales
|
1,678
|
|
|
1,808
|
|
|
1,795
|
|
|||
Costs of services sales
|
1,372
|
|
|
1,310
|
|
|
1,280
|
|
|||
Costs of sales
|
3,050
|
|
|
3,118
|
|
|
3,075
|
|
|||
Gross margin
|
2,831
|
|
|
3,109
|
|
|
3,194
|
|
|||
Selling, general and administrative expenses
|
1,184
|
|
|
1,330
|
|
|
1,472
|
|
|||
Research and development expenditures
|
681
|
|
|
761
|
|
|
790
|
|
|||
Other charges
|
1,972
|
|
|
71
|
|
|
12
|
|
|||
Operating earnings (loss)
|
(1,006
|
)
|
|
947
|
|
|
920
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense, net
|
(126
|
)
|
|
(113
|
)
|
|
(66
|
)
|
|||
Gains on sales of investments
|
5
|
|
|
37
|
|
|
26
|
|
|||
Other
|
(34
|
)
|
|
9
|
|
|
1
|
|
|||
Total other expense
|
(155
|
)
|
|
(67
|
)
|
|
(39
|
)
|
|||
Earnings (loss) from continuing operations before income taxes
|
(1,161
|
)
|
|
880
|
|
|
881
|
|
|||
Income tax expense (benefit)
|
(465
|
)
|
|
(59
|
)
|
|
211
|
|
|||
Earnings (loss) from continuing operations
|
(696
|
)
|
|
939
|
|
|
670
|
|
|||
Earnings from discontinued operations, net of tax
|
1,996
|
|
|
166
|
|
|
211
|
|
|||
Net earnings
|
1,300
|
|
|
1,105
|
|
|
881
|
|
|||
Less: Earnings attributable to noncontrolling interests
|
1
|
|
|
6
|
|
|
—
|
|
|||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
1,299
|
|
|
$
|
1,099
|
|
|
$
|
881
|
|
Amounts attributable to Motorola Solutions, Inc. common stockholders:
|
|
|
|
|
|
||||||
Earnings (loss) from continuing operations, net of tax
|
$
|
(697
|
)
|
|
$
|
933
|
|
|
$
|
670
|
|
Earnings from discontinued operations, net of tax
|
1,996
|
|
|
166
|
|
|
211
|
|
|||
Net earnings
|
$
|
1,299
|
|
|
$
|
1,099
|
|
|
$
|
881
|
|
Earnings (loss) per common share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(2.84
|
)
|
|
$
|
3.51
|
|
|
$
|
2.29
|
|
Discontinued operations
|
8.13
|
|
|
0.62
|
|
|
0.73
|
|
|||
|
$
|
5.29
|
|
|
$
|
4.13
|
|
|
$
|
3.02
|
|
Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(2.84
|
)
|
|
$
|
3.45
|
|
|
$
|
2.25
|
|
Discontinued operations
|
8.13
|
|
|
0.61
|
|
|
0.71
|
|
|||
|
$
|
5.29
|
|
|
$
|
4.06
|
|
|
$
|
2.96
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
245.6
|
|
|
266.0
|
|
|
292.1
|
|
|||
Diluted
|
245.6
|
|
|
270.5
|
|
|
297.4
|
|
|||
Dividends declared per share
|
$
|
1.30
|
|
|
$
|
1.14
|
|
|
$
|
0.96
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net earnings
|
$
|
1,300
|
|
|
$
|
1,105
|
|
|
$
|
881
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Amortization of retirement benefit adjustments, net of tax of $17, $40, and $99
|
44
|
|
|
70
|
|
|
177
|
|
|||
Mid-year remeasurement of retirement benefit adjustments and other amendment, net of tax of $(294), $-, and $52
|
(353
|
)
|
|
—
|
|
|
87
|
|
|||
Year-end remeasurement of retirement benefit adjustments, net of tax of $(153), $571, and $(419)
|
(365
|
)
|
|
953
|
|
|
(707
|
)
|
|||
Pension settlement adjustment, net of tax of $715
|
1,168
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustment, net of tax of $(9), $(7), and $(4)
|
(49
|
)
|
|
(4
|
)
|
|
14
|
|
|||
Net gain (loss) on derivative hedging instruments, net of tax of $-, $1, and $(1)
|
1
|
|
|
(2
|
)
|
|
4
|
|
|||
Net unrealized gain (loss) on securities, net of tax of $26, $1, and $1
|
46
|
|
|
(4
|
)
|
|
1
|
|
|||
Disposition of the Enterprise business, net of tax of $(16)
|
(60
|
)
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
432
|
|
|
1,013
|
|
|
(424
|
)
|
|||
Comprehensive income
|
1,732
|
|
|
2,118
|
|
|
457
|
|
|||
Less: Earnings attributable to noncontrolling interest
|
1
|
|
|
6
|
|
|
—
|
|
|||
Comprehensive income attributable to Motorola Solutions, Inc. common shareholders
|
$
|
1,731
|
|
|
$
|
2,112
|
|
|
$
|
457
|
|
|
December 31
|
||||||
(In millions, except par value)
|
2014
|
|
2013
|
||||
ASSETS
|
|||||||
Cash and cash equivalents
|
$
|
3,954
|
|
|
$
|
3,225
|
|
Accounts receivable, net
|
1,409
|
|
|
1,369
|
|
||
Inventories, net
|
345
|
|
|
347
|
|
||
Deferred income taxes
|
431
|
|
|
451
|
|
||
Other current assets
|
740
|
|
|
635
|
|
||
Current assets held for disposition
|
—
|
|
|
993
|
|
||
Total current assets
|
6,879
|
|
|
7,020
|
|
||
Property, plant and equipment, net
|
549
|
|
|
610
|
|
||
Investments
|
316
|
|
|
232
|
|
||
Deferred income taxes
|
2,151
|
|
|
1,990
|
|
||
Goodwill
|
383
|
|
|
361
|
|
||
Other assets
|
145
|
|
|
89
|
|
||
Non-current assets held for disposition
|
—
|
|
|
1,549
|
|
||
Total assets
|
$
|
10,423
|
|
|
$
|
11,851
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current portion of long-term debt
|
$
|
4
|
|
|
$
|
4
|
|
Accounts payable
|
540
|
|
|
583
|
|
||
Accrued liabilities
|
1,706
|
|
|
1,763
|
|
||
Current liabilities held for disposition
|
—
|
|
|
870
|
|
||
Total current liabilities
|
2,250
|
|
|
3,220
|
|
||
Long-term debt
|
3,396
|
|
|
2,457
|
|
||
Other liabilities
|
2,011
|
|
|
2,314
|
|
||
Non-current liabilities held for disposition
|
—
|
|
|
171
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $100 par value
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value:
|
2
|
|
|
3
|
|
||
Authorized shares: 600.0
|
|
|
|
||||
Issued shares: 12/31/14—220.5; 12/31/13—255.5
|
|
|
|
||||
Outstanding shares: 12/31/14—219.8; 12/31/13—254.5
|
|
|
|
||||
Additional paid-in capital
|
1,178
|
|
|
3,518
|
|
||
Retained earnings
|
3,410
|
|
|
2,425
|
|
||
Accumulated other comprehensive loss
|
(1,855
|
)
|
|
(2,287
|
)
|
||
Total Motorola Solutions, Inc. stockholders’ equity
|
2,735
|
|
|
3,659
|
|
||
Noncontrolling interests
|
31
|
|
|
30
|
|
||
Total stockholders’ equity
|
2,766
|
|
|
3,689
|
|
||
Total liabilities and stockholders’ equity
|
$
|
10,423
|
|
|
$
|
11,851
|
|
(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, 2012
|
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
|
|
Net earnings
|
|
|
|
|
|
|
1,299
|
|
|
1
|
|
|||||||
Net unrealized gain on securities, net of tax of $26
|
|
|
|
|
46
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax of $(9)
|
|
|
|
|
(49
|
)
|
|
|
|
|
||||||||
Mid-year remeasurement of retirement benefits, net of tax of $(294)
|
|
|
|
|
(353
|
)
|
|
|
|
|
||||||||
Pension settlement adjustment, net of tax of $715
|
|
|
|
|
|
|
1,168
|
|
|
|
|
|
||||||
Amortization of retirement benefit adjustments, net of tax of $17
|
|
|
|
|
|
|
44
|
|
|
|
|
|
||||||
Year-end retirement adjustments, net of tax of $(153)
|
|
|
|
|
|
|
(365
|
)
|
|
|
|
|
||||||
Issuance of common stock and stock options exercised
|
4.4
|
|
|
86
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(39.4
|
)
|
|
(2,546
|
)
|
|
|
|
|
|
|
|||||||
Excess tax benefit from share-based compensation
|
|
|
|
5
|
|
|
|
|
|
|
|
|||||||
Share-based compensation expense
|
|
|
114
|
|
|
|
|
|
|
|
||||||||
Net gain on derivative hedging instruments, net of tax of $-
|
|
|
|
|
|
|
1
|
|
|
|
|
|
||||||
Dividends declared
|
|
|
|
|
|
|
|
|
(314
|
)
|
|
|
||||||
Disposition of the Enterprise business, net of tax of ($16)
|
|
|
|
|
|
|
(60
|
)
|
|
|
|
|
||||||
Balance as of December 31, 2014
|
220.5
|
|
|
$
|
1,180
|
|
|
$
|
(1,855
|
)
|
|
$
|
3,410
|
|
|
$
|
31
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Operating
|
|
|
|
|
|
||||||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
1,299
|
|
|
$
|
1,099
|
|
|
$
|
881
|
|
Earnings attributable to noncontrolling interests
|
1
|
|
|
6
|
|
|
—
|
|
|||
Net earnings
|
1,300
|
|
|
1,105
|
|
|
881
|
|
|||
Earnings from discontinued operations, net of tax
|
1,996
|
|
|
166
|
|
|
211
|
|
|||
Earnings (loss) from continuing operations, net of tax
|
(696
|
)
|
|
939
|
|
|
670
|
|
|||
Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by (used for) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
173
|
|
|
158
|
|
|
151
|
|
|||
Non-cash other income
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||
Gain on sale of building and land
|
(21
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on pension plan settlement
|
1,883
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation expense
|
94
|
|
|
120
|
|
|
146
|
|
|||
Gains on sales of investments
|
(5
|
)
|
|
(37
|
)
|
|
(26
|
)
|
|||
Loss from the extinguishment of long-term debt
|
37
|
|
|
—
|
|
|
6
|
|
|||
Deferred income taxes
|
(557
|
)
|
|
(334
|
)
|
|
114
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(62
|
)
|
|
(36
|
)
|
|
81
|
|
|||
Inventories
|
(5
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|||
Other current assets
|
(47
|
)
|
|
50
|
|
|
(112
|
)
|
|||
Accounts payable and accrued liabilities
|
(120
|
)
|
|
(232
|
)
|
|
(106
|
)
|
|||
Other assets and liabilities
|
(1,359
|
)
|
|
(51
|
)
|
|
(248
|
)
|
|||
Net cash provided by (used for) operating activities from continuing operations
|
(685
|
)
|
|
555
|
|
|
674
|
|
|||
Investing
|
|
|
|
|
|
||||||
Acquisitions and investments, net
|
(47
|
)
|
|
(57
|
)
|
|
83
|
|
|||
Proceeds from (used for) sales of investments and businesses, net
|
3,403
|
|
|
61
|
|
|
(58
|
)
|
|||
Capital expenditures
|
(181
|
)
|
|
(169
|
)
|
|
(170
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
33
|
|
|
66
|
|
|
40
|
|
|||
Proceeds from sales of Sigma Fund investments and short-term investments, net
|
—
|
|
|
2,133
|
|
|
1,075
|
|
|||
Net cash provided by investing activities from continuing operations
|
3,208
|
|
|
2,034
|
|
|
970
|
|
|||
Financing
|
|
|
|
|
|
||||||
Repayment of debt
|
(465
|
)
|
|
(4
|
)
|
|
(413
|
)
|
|||
Net proceeds from issuance of debt
|
1,375
|
|
|
593
|
|
|
747
|
|
|||
Contributions to Motorola Mobility
|
—
|
|
|
—
|
|
|
(73
|
)
|
|||
Issuance of common stock
|
135
|
|
|
165
|
|
|
133
|
|
|||
Purchase of common stock
|
(2,546
|
)
|
|
(1,694
|
)
|
|
(2,438
|
)
|
|||
Excess tax benefit from share-based compensation
|
11
|
|
|
25
|
|
|
20
|
|
|||
Payment of dividends
|
(318
|
)
|
|
(292
|
)
|
|
(270
|
)
|
|||
Distributions from discontinued operations
|
93
|
|
|
365
|
|
|
217
|
|
|||
Net cash used for financing activities from continuing operations
|
(1,715
|
)
|
|
(842
|
)
|
|
(2,077
|
)
|
|||
Net cash provided by operating activities from discontinued operations
|
95
|
|
|
389
|
|
|
396
|
|
|||
Net cash provided by (used for) investing activities from discontinued operations
|
4
|
|
|
(24
|
)
|
|
(173
|
)
|
|||
Net cash used for financing activities from discontinued operations
|
(93
|
)
|
|
(365
|
)
|
|
(217
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents from discontinued operations
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Net cash provided by discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Effect of exchange rate changes on cash and cash equivalents from continuing operations
|
(79
|
)
|
|
10
|
|
|
20
|
|
|||
Net increase in cash and cash equivalents
|
729
|
|
|
1,757
|
|
|
(413
|
)
|
|||
Cash and cash equivalents, beginning of period
|
3,225
|
|
|
1,468
|
|
|
1,881
|
|
|||
Cash and cash equivalents, end of period
|
$
|
3,954
|
|
|
$
|
3,225
|
|
|
$
|
1,468
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest, net
|
$
|
128
|
|
|
$
|
122
|
|
|
$
|
109
|
|
Income and withholding taxes, net of refunds
|
105
|
|
|
246
|
|
|
127
|
|
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
1,904
|
|
|
$
|
2,469
|
|
|
$
|
2,429
|
|
Operating earnings
|
203
|
|
|
268
|
|
|
347
|
|
|||
Gains on sales of investments and businesses, net
|
1,888
|
|
|
3
|
|
|
7
|
|
|||
Earnings before income taxes
|
2,074
|
|
|
266
|
|
|
341
|
|
|||
Income tax expense
|
78
|
|
|
100
|
|
|
130
|
|
|||
Earnings from discontinued operations, net of tax
|
1,996
|
|
|
166
|
|
|
211
|
|
|
2013
|
||
Assets
|
|
||
Accounts receivable, net
|
$
|
551
|
|
Deferred income taxes
|
219
|
|
|
Inventories, net
|
175
|
|
|
Other current assets
|
134
|
|
|
Property, plant and equipment, net
|
201
|
|
|
Investments
|
19
|
|
|
Goodwill
|
1,149
|
|
|
Other assets
|
94
|
|
|
|
$
|
2,542
|
|
Liabilities
|
|
||
Accounts payable
|
$
|
231
|
|
Accrued liabilities
|
639
|
|
|
Other liabilities
|
171
|
|
|
|
$
|
1,041
|
|
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
||||||
Other charges (income):
|
|
|
|
|
|
||||||
Intangibles amortization (see Note 14)
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Reorganization of businesses (see Note 13)
|
64
|
|
|
70
|
|
|
27
|
|
|||
Settlement of pension plan, including transaction fees (see Note 7)
|
1,917
|
|
|
—
|
|
|
—
|
|
|||
Legal and related insurance matters, net
|
8
|
|
|
—
|
|
|
(16
|
)
|
|||
Gain on sale of building and land
|
(21
|
)
|
|
—
|
|
|
—
|
|
|||
|
$
|
1,972
|
|
|
$
|
71
|
|
|
$
|
12
|
|
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
||||||
Interest expense, net:
|
|
|
|
|
|
||||||
Interest expense
|
$
|
(147
|
)
|
|
$
|
(132
|
)
|
|
$
|
(108
|
)
|
Interest income
|
21
|
|
|
19
|
|
|
42
|
|
|||
|
$
|
(126
|
)
|
|
$
|
(113
|
)
|
|
$
|
(66
|
)
|
Other:
|
|
|
|
|
|
||||||
Loss from the extinguishment of long-term debt
|
$
|
(37
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
Investment impairments
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
|||
Foreign currency loss
|
(7
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|||
Gains on equity method investments
|
16
|
|
|
10
|
|
|
3
|
|
|||
Other
|
(6
|
)
|
|
11
|
|
|
9
|
|
|||
|
$
|
(34
|
)
|
|
$
|
9
|
|
|
$
|
1
|
|
|
Amounts attributable to Motorola Solutions, Inc. common stockholders
|
||||||||||||||||||||||
|
Earnings (loss) from Continuing Operations
|
|
Net Earnings
|
||||||||||||||||||||
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss)
|
$
|
(697
|
)
|
|
$
|
933
|
|
|
$
|
670
|
|
|
$
|
1,299
|
|
|
$
|
1,099
|
|
|
$
|
881
|
|
Weighted average common shares outstanding
|
245.6
|
|
|
266.0
|
|
|
292.1
|
|
|
245.6
|
|
|
266.0
|
|
|
292.1
|
|
||||||
Per share amount
|
$
|
(2.84
|
)
|
|
$
|
3.51
|
|
|
$
|
2.29
|
|
|
$
|
5.29
|
|
|
$
|
4.13
|
|
|
$
|
3.02
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss)
|
$
|
(697
|
)
|
|
$
|
933
|
|
|
$
|
670
|
|
|
$
|
1,299
|
|
|
$
|
1,099
|
|
|
$
|
881
|
|
Weighted average common shares outstanding
|
245.6
|
|
|
266.0
|
|
|
292.1
|
|
|
245.6
|
|
|
266.0
|
|
|
292.1
|
|
||||||
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Share-based awards
|
—
|
|
|
4.5
|
|
|
5.3
|
|
|
—
|
|
|
4.5
|
|
|
5.3
|
|
||||||
Diluted weighted average common shares outstanding
|
245.6
|
|
|
270.5
|
|
|
297.4
|
|
|
245.6
|
|
|
270.5
|
|
|
297.4
|
|
||||||
Per share amount
|
$
|
(2.84
|
)
|
|
$
|
3.45
|
|
|
$
|
2.25
|
|
|
$
|
5.29
|
|
|
$
|
4.06
|
|
|
$
|
2.96
|
|
|
Recorded Value
|
|
Less
|
|
|
||||||
December 31, 2014
|
Investments
|
|
Unrealized
Gains |
|
Cost
Basis |
||||||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Corporate bonds
|
16
|
|
|
—
|
|
|
16
|
|
|||
Mutual funds
|
2
|
|
|
—
|
|
|
2
|
|
|||
Common stock and equivalents
|
71
|
|
|
70
|
|
|
1
|
|
|||
|
103
|
|
|
70
|
|
|
33
|
|
|||
Other investments, at cost
|
191
|
|
|
—
|
|
|
191
|
|
|||
Equity method investments
|
22
|
|
|
—
|
|
|
22
|
|
|||
|
$
|
316
|
|
|
$
|
70
|
|
|
$
|
246
|
|
|
Recorded Value
|
||
December 31, 2013
|
Investments
|
||
Available-for-sale securities:
|
|
||
Government, agency, and government-sponsored enterprise obligations
|
$
|
15
|
|
Corporate bonds
|
7
|
|
|
Mutual funds
|
11
|
|
|
Common stock and equivalents
|
2
|
|
|
|
35
|
|
|
Other investments, at cost
|
182
|
|
|
Equity method investments
|
15
|
|
|
|
$
|
232
|
|
December 31
|
2014
|
|
2013
|
||||
Accounts receivable
|
$
|
1,444
|
|
|
$
|
1,422
|
|
Less allowance for doubtful accounts
|
(35
|
)
|
|
(53
|
)
|
||
|
$
|
1,409
|
|
|
$
|
1,369
|
|
December 31
|
2014
|
|
2013
|
||||
Finished goods
|
$
|
163
|
|
|
$
|
157
|
|
Work-in-process and production materials
|
313
|
|
|
315
|
|
||
|
476
|
|
|
472
|
|
||
Less inventory reserves
|
(131
|
)
|
|
(125
|
)
|
||
|
$
|
345
|
|
|
$
|
347
|
|
December 31
|
2014
|
|
2013
|
||||
Costs and earnings in excess of billings
|
$
|
417
|
|
|
$
|
405
|
|
Tax-related deposits and refunds receivable
|
103
|
|
|
107
|
|
||
Zebra receivable for cash transferred
|
49
|
|
|
—
|
|
||
Other
|
171
|
|
|
123
|
|
||
|
$
|
740
|
|
|
$
|
635
|
|
December 31
|
2014
|
|
2013
|
||||
Land
|
$
|
18
|
|
|
$
|
22
|
|
Building
|
559
|
|
|
582
|
|
||
Machinery and equipment
|
1,672
|
|
|
1,642
|
|
||
|
2,249
|
|
|
2,246
|
|
||
Less accumulated depreciation
|
(1,700
|
)
|
|
(1,636
|
)
|
||
|
$
|
549
|
|
|
$
|
610
|
|
December 31
|
2014
|
|
2013
|
||||
Intangible assets
|
$
|
23
|
|
|
$
|
6
|
|
Long-term receivables
|
31
|
|
|
1
|
|
||
Other
|
91
|
|
|
82
|
|
||
|
$
|
145
|
|
|
$
|
89
|
|
December 31
|
2014
|
|
2013
|
||||
Deferred revenue
|
$
|
355
|
|
|
$
|
359
|
|
Compensation
|
190
|
|
|
315
|
|
||
Billings in excess of costs and earnings
|
358
|
|
|
295
|
|
||
Tax liabilities
|
91
|
|
|
85
|
|
||
Customer liabilities
|
55
|
|
|
52
|
|
||
Dividend payable
|
75
|
|
|
79
|
|
||
Other
|
582
|
|
|
578
|
|
||
|
$
|
1,706
|
|
|
$
|
1,763
|
|
December 31
|
2014
|
|
2013
|
||||
Defined benefit plans
|
$
|
1,611
|
|
|
$
|
1,751
|
|
Postretirement health care benefit plan
|
49
|
|
|
117
|
|
||
Deferred revenue
|
139
|
|
|
162
|
|
||
Unrecognized tax benefits
|
54
|
|
|
99
|
|
||
Other
|
158
|
|
|
185
|
|
||
|
$
|
2,011
|
|
|
$
|
2,314
|
|
|
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, 2013
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
$
|
(2,188
|
)
|
|
$
|
(96
|
)
|
|
$
|
(2,287
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
46
|
|
|
(718
|
)
|
|
(49
|
)
|
|
(721
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
1
|
|
|
—
|
|
|
1,211
|
|
|
(59
|
)
|
|
1,153
|
|
|||||
Net current-period other comprehensive income (loss)
|
1
|
|
|
46
|
|
|
493
|
|
|
(108
|
)
|
|
432
|
|
|||||
Balance as of December 31, 2014
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
(1,695
|
)
|
|
$
|
(204
|
)
|
|
$
|
(1,855
|
)
|
Years ended December 31
|
2014
|
|
2013
|
|
Statement of Operations Location
|
||||
Loss (gain) on cash flow hedges:
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
Cost of sales
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
Net of tax
|
Unrealized Gains and Losses on Available-for-Sale Securities:
|
|
|
|
|
|
||||
Realized gain
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
Gains on sales of investments and businesses, net
|
|
—
|
|
|
1
|
|
|
Tax benefit
|
||
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
Net of tax
|
Foreign Currency Translation Adjustments:
|
|
|
|
|
|
||||
Disposition of the Enterprise business
|
$
|
(75
|
)
|
|
$
|
—
|
|
|
Earnings from discontinued operations
|
|
16
|
|
|
—
|
|
|
Tax expense
|
||
|
$
|
(59
|
)
|
|
$
|
—
|
|
|
Net of tax
|
Retirement Benefit Items:
|
|
|
|
|
|
||||
Amortization of prior-service costs
|
$
|
(57
|
)
|
|
$
|
(49
|
)
|
|
Selling, general, and administrative expenses
|
Amortization of actuarial net losses
|
118
|
|
|
159
|
|
|
Selling, general, and administrative expenses
|
||
Settlement of pension plan
|
1,883
|
|
|
—
|
|
|
Other charges
|
||
Disposition of the Enterprise business retirement benefits
|
(1
|
)
|
|
—
|
|
|
Earnings from discontinued operations
|
||
|
1,943
|
|
|
110
|
|
|
Total before tax
|
||
|
(732
|
)
|
|
(40
|
)
|
|
Tax benefit
|
||
|
$
|
1,211
|
|
|
$
|
70
|
|
|
Net of tax
|
Total reclassifications for the period, net of tax
|
$
|
1,153
|
|
|
$
|
66
|
|
|
|
December 31
|
2014
|
|
2013
|
||||
6.0% senior notes due 2017
|
$
|
—
|
|
|
$
|
399
|
|
3.5% senior notes due 2021
|
395
|
|
|
—
|
|
||
3.75% senior notes due 2022
|
748
|
|
|
747
|
|
||
3.5% senior notes due 2023
|
594
|
|
|
593
|
|
||
4.0% senior notes due 2024
|
589
|
|
|
—
|
|
||
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
|
|
||
5.5% senior notes due 2044
|
400
|
|
|
—
|
|
||
5.22% debentures due 2097
|
91
|
|
|
89
|
|
||
Other long-term debt
|
36
|
|
|
58
|
|
||
|
3,407
|
|
|
2,440
|
|
||
Adjustments for unamortized gains on interest rate swap terminations
|
(7
|
)
|
|
21
|
|
||
Less: current portion
|
(4
|
)
|
|
(4
|
)
|
||
Long-term debt
|
$
|
3,396
|
|
|
$
|
2,457
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
2014
|
|
2013
|
||||
Euro
|
$
|
214
|
|
|
$
|
(132
|
)
|
Chinese Renminbi
|
(161
|
)
|
|
(181
|
)
|
||
Norwegian Krone
|
(90
|
)
|
|
(95
|
)
|
||
Australian Dollar
|
(42
|
)
|
|
(17
|
)
|
||
British Pound
|
34
|
|
|
257
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
December 31, 2014
|
Fair
Value |
|
Balance
Sheet Location |
|
Fair
Value |
|
Balance
Sheet Location |
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
1
|
|
|
Other assets
|
|
5
|
|
|
Other liabilities
|
||
Interest agreements
|
—
|
|
|
Other assets
|
|
2
|
|
|
Other liabilities
|
||
Total derivatives
|
$
|
1
|
|
|
|
|
$
|
7
|
|
|
|
|
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
|
|
|
|
|
December 31
|
Statement of
Operations Location |
||||||||||
Gain (Loss) on Derivative Instruments
|
2014
|
|
2013
|
|
2012
|
|||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
Other income (expense)
|
Foreign exchange contracts
|
(5
|
)
|
|
6
|
|
|
(13
|
)
|
Other income (expense)
|
|||
Total derivatives not designated as hedging instruments
|
$
|
(4
|
)
|
|
$
|
8
|
|
|
$
|
(14
|
)
|
|
|
December 31
|
Financial Statement
Location |
||||||||||
Foreign Exchange Contracts
|
2014
|
|
2013
|
|
2012
|
|||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
||||||
Other comprehensive gains (losses) before reclassifications
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
Accumulated other
comprehensive loss |
Gains (losses) reclassified from Accumulated other comprehensive loss into Net earnings (loss)
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
Cost of sales
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
Increase (decrease) in fair value
|
—
|
|
|
(1
|
)
|
|
3
|
|
|||
Reclassifications to earnings, net of tax
|
1
|
|
|
(1
|
)
|
|
1
|
|
|||
Balance at December 31
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
(1,355
|
)
|
|
$
|
585
|
|
|
$
|
566
|
|
Other nations
|
194
|
|
|
295
|
|
|
315
|
|
|||
|
$
|
(1,161
|
)
|
|
$
|
880
|
|
|
$
|
881
|
|
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
14
|
|
|
$
|
29
|
|
|
$
|
5
|
|
Other nations
|
67
|
|
|
234
|
|
|
91
|
|
|||
States (U.S.)
|
11
|
|
|
12
|
|
|
1
|
|
|||
Current income tax expense
|
92
|
|
|
275
|
|
|
97
|
|
|||
United States
|
(503
|
)
|
|
(368
|
)
|
|
192
|
|
|||
Other nations
|
(11
|
)
|
|
35
|
|
|
(29
|
)
|
|||
States (U.S.)
|
(43
|
)
|
|
(1
|
)
|
|
(49
|
)
|
|||
Deferred income tax expense (benefit)
|
(557
|
)
|
|
(334
|
)
|
|
114
|
|
|||
Total income tax expense (benefit)
|
$
|
(465
|
)
|
|
$
|
(59
|
)
|
|
$
|
211
|
|
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax expense at statutory rate
|
$
|
(406
|
)
|
|
$
|
308
|
|
|
$
|
308
|
|
Tax on non-U.S. earnings
|
(27
|
)
|
|
17
|
|
|
(10
|
)
|
|||
State income taxes, net of federal benefit
|
(30
|
)
|
|
8
|
|
|
(32
|
)
|
|||
Recognition of previously unrecognized income tax benefits
|
(29
|
)
|
|
6
|
|
|
—
|
|
|||
Other provisions
|
9
|
|
|
(4
|
)
|
|
(10
|
)
|
|||
Valuation allowances
|
55
|
|
|
(3
|
)
|
|
(60
|
)
|
|||
Section 199 deduction
|
(12
|
)
|
|
(14
|
)
|
|
(14
|
)
|
|||
Tax on undistributed non-U.S. earnings
|
(19
|
)
|
|
(22
|
)
|
|
29
|
|
|||
Research credits
|
(6
|
)
|
|
(18
|
)
|
|
—
|
|
|||
Tax benefit of repatriated non-U.S. earnings
|
—
|
|
|
(337
|
)
|
|
—
|
|
|||
|
$
|
(465
|
)
|
|
$
|
(59
|
)
|
|
$
|
211
|
|
December 31
|
2014
|
|
2013
|
||||
Inventory
|
$
|
34
|
|
|
$
|
46
|
|
Accrued liabilities and allowances
|
148
|
|
|
129
|
|
||
Employee benefits
|
799
|
|
|
814
|
|
||
Capitalized items
|
379
|
|
|
144
|
|
||
Tax basis differences on investments
|
(10
|
)
|
|
17
|
|
||
Depreciation tax basis differences on fixed assets
|
52
|
|
|
12
|
|
||
Undistributed non-U.S. earnings
|
(18
|
)
|
|
(6
|
)
|
||
Tax carryforwards
|
1,246
|
|
|
1,294
|
|
||
Business reorganization
|
22
|
|
|
39
|
|
||
Warranty and customer liabilities
|
19
|
|
|
19
|
|
||
Deferred revenue and costs
|
136
|
|
|
159
|
|
||
Valuation allowances
|
(226
|
)
|
|
(200
|
)
|
||
Deferred charges
|
39
|
|
|
38
|
|
||
Other
|
(38
|
)
|
|
(64
|
)
|
||
|
$
|
2,582
|
|
|
$
|
2,441
|
|
December 31, 2014
|
Gross
Tax Loss |
|
Tax
Effected |
|
Expiration
Period |
|||
United States:
|
|
|
|
|
|
|||
U.S. tax losses
|
76
|
|
|
$
|
26
|
|
|
2021-2033
|
Foreign tax credits
|
—
|
|
|
686
|
|
|
2018-2023
|
|
General business credits
|
—
|
|
|
174
|
|
|
2025-2034
|
|
Minimum tax credits
|
—
|
|
|
100
|
|
|
Unlimited
|
|
State tax losses
|
1,502
|
|
|
41
|
|
|
2015-2031
|
|
State tax credits
|
—
|
|
|
27
|
|
|
2018-2026
|
|
Non-U.S. Subsidiaries:
|
|
|
|
|
|
|||
China tax losses
|
212
|
|
|
53
|
|
|
2015-2016
|
|
Japan tax losses
|
93
|
|
|
33
|
|
|
2017-2021
|
|
Germany tax losses
|
108
|
|
|
31
|
|
|
Unlimited
|
|
United Kingdom tax losses
|
102
|
|
|
21
|
|
|
Unlimited
|
|
Singapore tax losses
|
50
|
|
|
8
|
|
|
Unlimited
|
|
Other subsidiaries tax losses
|
70
|
|
|
18
|
|
|
Various
|
|
Spain tax credits
|
—
|
|
|
27
|
|
|
2017-2021
|
|
Other subsidiaries tax credits
|
—
|
|
|
1
|
|
|
Various
|
|
|
|
|
$
|
1,246
|
|
|
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
147
|
|
|
$
|
157
|
|
Additions based on tax positions related to current year
|
4
|
|
|
13
|
|
||
Additions for tax positions of prior years
|
21
|
|
|
70
|
|
||
Reductions for tax positions of prior years
|
(55
|
)
|
|
(10
|
)
|
||
Settlements and agreements
|
(19
|
)
|
|
(82
|
)
|
||
Lapse of statute of limitations
|
(2
|
)
|
|
(1
|
)
|
||
Balance at December 31
|
$
|
96
|
|
|
$
|
147
|
|
Jurisdiction
|
Tax Years
|
United States
|
2008-2014
|
China
|
2002-2014
|
France
|
2010-2014
|
Germany
|
2008-2014
|
India
|
1997-2014
|
Israel
|
2012-2014
|
Japan
|
2011-2014
|
Malaysia
|
2009-2014
|
Singapore
|
2010-2014
|
United Kingdom
|
2008-2014
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||||||||||||||
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Interest cost
|
370
|
|
|
352
|
|
|
349
|
|
|
80
|
|
|
69
|
|
|
73
|
|
|
10
|
|
|
11
|
|
|
16
|
|
|||||||||
Expected return on plan assets
|
(381
|
)
|
|
(364
|
)
|
|
(421
|
)
|
|
(90
|
)
|
|
(77
|
)
|
|
(77
|
)
|
|
(10
|
)
|
|
(10
|
)
|
|
(12
|
)
|
|||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrecognized net loss
|
97
|
|
|
130
|
|
|
260
|
|
|
12
|
|
|
13
|
|
|
22
|
|
|
9
|
|
|
14
|
|
|
12
|
|
|||||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|
(50
|
)
|
|
(43
|
)
|
|
(16
|
)
|
|||||||||
Settlement/loss
|
1,883
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic pension cost (benefit)
|
$
|
1,969
|
|
|
$
|
118
|
|
|
$
|
188
|
|
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
25
|
|
|
$
|
(39
|
)
|
|
$
|
(26
|
)
|
|
$
|
3
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at January 1
|
$
|
7,317
|
|
|
$
|
8,288
|
|
|
$
|
1,904
|
|
|
$
|
1,771
|
|
|
$
|
278
|
|
|
$
|
322
|
|
Service cost
|
—
|
|
|
—
|
|
|
15
|
|
|
11
|
|
|
2
|
|
|
2
|
|
||||||
Interest cost
|
370
|
|
|
352
|
|
|
80
|
|
|
69
|
|
|
10
|
|
|
11
|
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
||||||
Settlements
|
(4,227
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
1,357
|
|
|
(1,012
|
)
|
|
263
|
|
|
91
|
|
|
(14
|
)
|
|
(37
|
)
|
||||||
Foreign exchange valuation adjustment
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Employee contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(281
|
)
|
|
(311
|
)
|
|
(43
|
)
|
|
(39
|
)
|
|
(23
|
)
|
|
(20
|
)
|
||||||
Benefit obligation at December 31
|
4,536
|
|
|
7,317
|
|
|
2,075
|
|
|
1,904
|
|
|
212
|
|
|
278
|
|
||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at January 1
|
6,071
|
|
|
5,426
|
|
|
1,513
|
|
|
1,343
|
|
|
161
|
|
|
155
|
|
||||||
Return on plan assets
|
642
|
|
|
806
|
|
|
191
|
|
|
182
|
|
|
21
|
|
|
22
|
|
||||||
Company contributions
|
1,112
|
|
|
150
|
|
|
237
|
|
|
32
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
(3,196
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employee contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Foreign exchange valuation adjustment
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||||
Lump sum settlements
|
(1,031
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(281
|
)
|
|
(311
|
)
|
|
(41
|
)
|
|
(38
|
)
|
|
(19
|
)
|
|
(16
|
)
|
||||||
Fair value at December 31
|
3,317
|
|
|
6,071
|
|
|
1,806
|
|
|
1,513
|
|
|
163
|
|
|
161
|
|
||||||
Funded status of the plan
|
(1,219
|
)
|
|
(1,246
|
)
|
|
(269
|
)
|
|
(391
|
)
|
|
(49
|
)
|
|
(117
|
)
|
||||||
Unrecognized net loss
|
1,846
|
|
|
2,732
|
|
|
593
|
|
|
483
|
|
|
109
|
|
|
143
|
|
||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(44
|
)
|
|
(83
|
)
|
|
(92
|
)
|
||||||
Prepaid (accrued) pension cost
|
$
|
627
|
|
|
$
|
1,486
|
|
|
$
|
289
|
|
|
$
|
48
|
|
|
$
|
(23
|
)
|
|
$
|
(66
|
)
|
Components of prepaid (accrued) pension cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current benefit liability
|
$
|
(1,219
|
)
|
|
$
|
(1,246
|
)
|
|
$
|
(269
|
)
|
|
$
|
(391
|
)
|
|
$
|
(49
|
)
|
|
$
|
(117
|
)
|
Deferred income taxes
|
701
|
|
|
1,002
|
|
|
51
|
|
|
28
|
|
|
10
|
|
|
19
|
|
||||||
Accumulated other comprehensive loss
|
1,145
|
|
|
1,730
|
|
|
507
|
|
|
411
|
|
|
16
|
|
|
32
|
|
||||||
Prepaid (accrued) pension cost
|
$
|
627
|
|
|
$
|
1,486
|
|
|
$
|
289
|
|
|
$
|
48
|
|
|
$
|
(23
|
)
|
|
$
|
(66
|
)
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
Discount rate
|
5.15
|
%
|
|
4.35
|
%
|
|
4.24
|
%
|
|
4.20
|
%
|
|
4.65
|
%
|
|
3.80
|
%
|
Investment return assumption
|
7.00
|
%
|
|
7.00
|
%
|
|
5.92
|
%
|
|
6.13
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
Discount rate
|
4.30
|
%
|
|
5.15
|
%
|
|
3.19
|
%
|
|
4.24
|
%
|
|
3.90
|
%
|
|
4.65
|
%
|
Future compensation increase rate
|
n/a
|
|
|
n/a
|
|
|
2.54
|
%
|
|
2.58
|
%
|
|
n/a
|
|
|
n/a
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
||||||||||||
December 31
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Accumulated benefit obligation
|
$
|
4,536
|
|
|
$
|
7,317
|
|
|
$
|
2,059
|
|
|
$
|
1,900
|
|
|
All Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||
December 31
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Target Mix:
|
|
|
|
|
|
|
|
||||
Equity securities
|
41
|
%
|
|
55
|
%
|
|
37
|
%
|
|
57
|
%
|
Fixed income securities
|
44
|
%
|
|
43
|
%
|
|
42
|
%
|
|
42
|
%
|
Cash and other investments
|
15
|
%
|
|
2
|
%
|
|
21
|
%
|
|
1
|
%
|
Actual Mix:
|
|
|
|
|
|
|
|
||||
Equity securities
|
43
|
%
|
|
55
|
%
|
|
20
|
%
|
|
58
|
%
|
Fixed income securities
|
44
|
%
|
|
42
|
%
|
|
20
|
%
|
|
40
|
%
|
Cash and other investments
|
13
|
%
|
|
3
|
%
|
|
60
|
%
|
|
2
|
%
|
Year
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||
2015
|
$
|
95
|
|
|
$
|
42
|
|
|
$
|
20
|
|
2016
|
93
|
|
|
43
|
|
|
19
|
|
|||
2017
|
108
|
|
|
44
|
|
|
18
|
|
|||
2018
|
122
|
|
|
45
|
|
|
17
|
|
|||
2019
|
143
|
|
|
46
|
|
|
16
|
|
|||
2020-2024
|
1,030
|
|
|
245
|
|
|
67
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Expected volatility
|
21.7
|
%
|
|
22.1
|
%
|
|
24.0
|
%
|
Risk-free interest rate
|
1.6
|
%
|
|
0.9
|
%
|
|
0.8
|
%
|
Dividend yield
|
2.5
|
%
|
|
2.4
|
%
|
|
2.2
|
%
|
Expected life (years)
|
5.2
|
|
|
5.9
|
|
|
6.1
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
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
|
10,937
|
|
|
$
|
79
|
|
|
13,132
|
|
|
$
|
70
|
|
|
15,729
|
|
|
$
|
63
|
|
Options granted
|
1,340
|
|
|
66
|
|
|
1,652
|
|
|
57
|
|
|
1,286
|
|
|
51
|
|
|||
Options exercised
|
(1,526
|
)
|
|
39
|
|
|
(2,950
|
)
|
|
31
|
|
|
(2,831
|
)
|
|
29
|
|
|||
Options terminated, cancelled or expired
|
(1,067
|
)
|
|
65
|
|
|
(897
|
)
|
|
65
|
|
|
(1,052
|
)
|
|
60
|
|
|||
Options outstanding at December 31
|
9,684
|
|
|
85
|
|
|
10,937
|
|
|
79
|
|
|
13,132
|
|
|
70
|
|
|||
Options exercisable at December 31
|
7,282
|
|
|
94
|
|
|
7,628
|
|
|
91
|
|
|
9,242
|
|
|
81
|
|
|||
Approx. number of employees granted options
|
118
|
|
|
|
|
123
|
|
|
|
|
115
|
|
|
|
|
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
|
699
|
|
|
$
|
27
|
|
|
5
|
|
699
|
|
|
$
|
27
|
|
$30-$40
|
2,222
|
|
|
39
|
|
|
5
|
|
2,222
|
|
|
39
|
|
||
$41-$50
|
231
|
|
|
45
|
|
|
6
|
|
222
|
|
|
45
|
|
||
$51-$60
|
1,786
|
|
|
54
|
|
|
8
|
|
584
|
|
|
54
|
|
||
$61-$70
|
1,430
|
|
|
66
|
|
|
8
|
|
239
|
|
|
65
|
|
||
$71-$80
|
197
|
|
|
74
|
|
|
2
|
|
197
|
|
|
74
|
|
||
$81 and over
|
3,119
|
|
|
161
|
|
|
0
|
|
3,119
|
|
|
161
|
|
||
|
9,684
|
|
|
|
|
|
|
7,282
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
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
|
3,728
|
|
|
$
|
49
|
|
|
6,299
|
|
|
$
|
41
|
|
|
8,990
|
|
|
$
|
40
|
|
Granted
|
1,235
|
|
|
63
|
|
|
1,558
|
|
|
54
|
|
|
1,657
|
|
|
49
|
|
|||
Vested
|
(2,445
|
)
|
|
48
|
|
|
(3,610
|
)
|
|
38
|
|
|
(3,845
|
)
|
|
41
|
|
|||
Terminated, canceled or expired
|
(765
|
)
|
|
54
|
|
|
(519
|
)
|
|
45
|
|
|
(503
|
)
|
|
33
|
|
|||
RS and RSU outstanding at December 31
|
1,753
|
|
|
58
|
|
|
3,728
|
|
|
49
|
|
|
6,299
|
|
|
41
|
|
|||
Approx. number of employees granted RS and RSUs
|
1,979
|
|
|
|
|
2,295
|
|
|
|
|
2,355
|
|
|
|
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
||||||
Share-based compensation expense included in:
|
|
|
|
|
|
||||||
Costs of sales
|
$
|
10
|
|
|
$
|
16
|
|
|
$
|
20
|
|
Selling, general and administrative expenses
|
61
|
|
|
73
|
|
|
88
|
|
|||
Research and development expenditures
|
23
|
|
|
31
|
|
|
38
|
|
|||
Share-based compensation expense included in Operating earnings
|
94
|
|
|
120
|
|
|
146
|
|
|||
Tax benefit
|
30
|
|
|
37
|
|
|
49
|
|
|||
Share-based compensation expense, net of tax
|
$
|
64
|
|
|
$
|
83
|
|
|
$
|
97
|
|
Decrease in basic earnings per share
|
$
|
(0.28
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.33
|
)
|
Decrease in diluted earnings per share
|
$
|
(0.28
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.33
|
)
|
Share-based compensation expense in discontinued operations
|
$
|
20
|
|
|
$
|
33
|
|
|
$
|
38
|
|
December 31, 2014
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
14
|
|
|
14
|
|
|||
Corporate bonds
|
—
|
|
|
16
|
|
|
16
|
|
|||
Mutual funds
|
—
|
|
|
2
|
|
|
2
|
|
|||
Common stock and equivalents
|
71
|
|
|
—
|
|
|
71
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest agreement derivative contracts
|
—
|
|
|
2
|
|
|
2
|
|
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
|
—
|
|
|
7
|
|
|
7
|
|
|||
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, 2014
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
902
|
|
|
$
|
—
|
|
|
$
|
902
|
|
Commingled equity funds
|
—
|
|
|
565
|
|
|
565
|
|
|||
Preferred stock
|
3
|
|
|
—
|
|
|
3
|
|
|||
Government, agency and government-sponsored enterprise obligations
|
—
|
|
|
520
|
|
|
520
|
|
|||
Other government bonds
|
—
|
|
|
91
|
|
|
91
|
|
|||
Corporate bonds
|
—
|
|
|
795
|
|
|
795
|
|
|||
Mortgage-backed bonds
|
—
|
|
|
16
|
|
|
16
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
422
|
|
|
422
|
|
|||
Total investment securities
|
$
|
905
|
|
|
$
|
2,409
|
|
|
$
|
3,314
|
|
Accrued income receivable
|
|
|
|
|
3
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
3,317
|
|
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, 2014
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
194
|
|
|
$
|
—
|
|
|
$
|
194
|
|
Commingled equity funds
|
—
|
|
|
569
|
|
|
569
|
|
|||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
26
|
|
|
26
|
|
|||
Corporate bonds
|
—
|
|
|
316
|
|
|
316
|
|
|||
Commingled bond funds
|
—
|
|
|
399
|
|
|
399
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
9
|
|
|
9
|
|
|||
Total investment securities
|
$
|
194
|
|
|
$
|
1,319
|
|
|
$
|
1,513
|
|
Cash
|
|
|
|
|
233
|
|
|||||
Accrued income receivable
|
|
|
|
|
5
|
|
|||||
Insurance contracts
|
|
|
|
|
55
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
1,806
|
|
|
2014
|
||
Balance at January 1
|
$
|
26
|
|
Transfers to Level 2
|
(14
|
)
|
|
Loss on assets held
|
(1
|
)
|
|
Payments received for securities sold
|
(10
|
)
|
|
Purchases
|
1
|
|
|
Other
|
(2
|
)
|
|
Balance at December 31
|
$
|
—
|
|
December 31, 2013
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Common stock and equivalents
|
$
|
172
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
172
|
|
Commingled equity funds
|
—
|
|
|
558
|
|
|
—
|
|
|
558
|
|
||||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
21
|
|
|
3
|
|
|
24
|
|
||||
Corporate bonds
|
—
|
|
|
289
|
|
|
23
|
|
|
312
|
|
||||
Commingled bond funds
|
—
|
|
|
361
|
|
|
—
|
|
|
361
|
|
||||
Commingled short-term investment funds
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Total investment securities
|
$
|
172
|
|
|
$
|
1,240
|
|
|
$
|
26
|
|
|
$
|
1,438
|
|
Accrued income receivable
|
|
|
|
|
|
|
61
|
|
|||||||
Insurance contracts
|
|
|
|
|
|
|
14
|
|
|||||||
Fair value plan assets
|
|
|
|
|
|
|
$
|
1,513
|
|
December 31, 2014
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Commingled equity funds
|
—
|
|
|
13
|
|
|
13
|
|
|||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
11
|
|
|
11
|
|
|||
Other government bonds
|
—
|
|
|
2
|
|
|
2
|
|
|||
Corporate bonds
|
—
|
|
|
18
|
|
|
18
|
|
|||
Commingled bond funds
|
—
|
|
|
—
|
|
|
—
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
99
|
|
|
99
|
|
|||
Fair value plan assets
|
$
|
20
|
|
|
$
|
143
|
|
|
$
|
163
|
|
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
|
2014
|
|
2013
|
||||
Long-term receivables
|
$
|
49
|
|
|
$
|
27
|
|
Less current portion
|
(18
|
)
|
|
(26
|
)
|
||
Non-current long-term receivables, net
|
$
|
31
|
|
|
$
|
1
|
|
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
||||||
Cumulative annual proceeds received from sales:
|
|
|
|
|
|
||||||
Accounts receivable sales proceeds
|
$
|
50
|
|
|
$
|
14
|
|
|
$
|
12
|
|
Long-term receivables sales proceeds
|
124
|
|
|
131
|
|
|
178
|
|
|||
Total proceeds from receivable sales
|
$
|
174
|
|
|
$
|
145
|
|
|
$
|
190
|
|
December 31, 2014
|
Total
Long-term Receivable |
|
Past Due Over 90 Days
|
||||
Municipal leases secured tax exempt
|
$
|
14
|
|
|
$
|
—
|
|
Commercial loans and leases secured
|
35
|
|
|
12
|
|
||
Total gross long-term receivables, including current portion
|
$
|
49
|
|
|
$
|
12
|
|
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
|
26
|
|
|
10
|
|
|
2
|
|
|
10
|
|
||||
Total gross long-term receivables, including current portion
|
$
|
27
|
|
|
$
|
10
|
|
|
$
|
2
|
|
|
$
|
10
|
|
Year
|
|
||
2015
|
$
|
68
|
|
2016
|
56
|
|
|
2017
|
45
|
|
|
2018
|
35
|
|
|
2019
|
33
|
|
|
Beyond
|
217
|
|
|
Net Sales
|
|
Operating Earnings (Loss)
|
||||||||||||||||||||
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Products
|
$
|
3,807
|
|
|
$
|
4,109
|
|
|
$
|
4,236
|
|
|
$
|
(667
|
)
|
|
$
|
639
|
|
|
$
|
656
|
|
Services
|
2,074
|
|
|
2,118
|
|
|
2,033
|
|
|
(339
|
)
|
|
308
|
|
|
264
|
|
||||||
|
$
|
5,881
|
|
|
$
|
6,227
|
|
|
$
|
6,269
|
|
|
(1,006
|
)
|
|
947
|
|
|
920
|
|
|||
Total other expense
|
|
|
|
|
|
|
(155
|
)
|
|
(67
|
)
|
|
(39
|
)
|
|||||||||
Earnings (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
$
|
(1,161
|
)
|
|
$
|
880
|
|
|
$
|
881
|
|
|
Capital Expenditures
|
|
Depreciation Expense
|
||||||||||||||||||||
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Products
|
$
|
87
|
|
|
$
|
90
|
|
|
$
|
90
|
|
|
$
|
94
|
|
|
$
|
93
|
|
|
$
|
87
|
|
Services
|
94
|
|
|
79
|
|
|
80
|
|
|
75
|
|
|
64
|
|
|
63
|
|
||||||
|
$
|
181
|
|
|
$
|
169
|
|
|
$
|
170
|
|
|
$
|
169
|
|
|
$
|
157
|
|
|
$
|
150
|
|
|
Net Sales
|
|
Assets
|
||||||||||||||||||||
Years ended December 31
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013*
|
|
2012*
|
||||||||||||
United States
|
$
|
3,354
|
|
|
$
|
3,648
|
|
|
$
|
3,685
|
|
|
$
|
8,468
|
|
|
$
|
6,201
|
|
|
$
|
6,268
|
|
China
|
160
|
|
|
203
|
|
|
198
|
|
|
382
|
|
|
420
|
|
|
552
|
|
||||||
United Kingdom
|
128
|
|
|
112
|
|
|
118
|
|
|
966
|
|
|
1,607
|
|
|
1,323
|
|
||||||
Israel
|
95
|
|
|
94
|
|
|
107
|
|
|
131
|
|
|
186
|
|
|
797
|
|
||||||
Other, net of eliminations
|
2,144
|
|
|
2,170
|
|
|
2,161
|
|
|
476
|
|
|
895
|
|
|
1,203
|
|
||||||
|
$
|
5,881
|
|
|
$
|
6,227
|
|
|
$
|
6,269
|
|
|
$
|
10,423
|
|
|
$
|
9,309
|
|
|
$
|
10,143
|
|
|
Accruals at
January 1 |
|
Additional
Charges |
|
Adjustments
|
|
Amount
Used |
|
Accruals at
December 31 |
||||||||||
Exit costs
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
Employee separation costs
|
103
|
|
|
93
|
|
|
(4
|
)
|
|
(135
|
)
|
|
57
|
|
|||||
|
$
|
109
|
|
|
$
|
100
|
|
|
$
|
(4
|
)
|
|
$
|
(148
|
)
|
|
$
|
57
|
|
|
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
|
|
|
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
|
|
|
2014
|
|
2013
|
||||||||||||
December 31
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Intangible assets:
|
|
|
|
|
|
|
|
||||||||
Completed technology
|
$
|
37
|
|
|
$
|
27
|
|
|
$
|
24
|
|
|
$
|
24
|
|
Patents
|
8
|
|
|
4
|
|
|
8
|
|
|
3
|
|
||||
Customer-related
|
15
|
|
|
8
|
|
|
6
|
|
|
6
|
|
||||
Other intangibles
|
17
|
|
|
15
|
|
|
15
|
|
|
14
|
|
||||
|
$
|
77
|
|
|
$
|
54
|
|
|
$
|
53
|
|
|
$
|
47
|
|
|
Products
|
|
Services
|
|
Total
|
||||||
Balance as of January 1, 2013
|
|
|
|
|
|
||||||
Aggregate goodwill acquired
|
$
|
249
|
|
|
$
|
112
|
|
|
$
|
361
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Goodwill, net of impairment losses
|
249
|
|
|
112
|
|
|
361
|
|
|||
Balance as of December 31, 2013
|
|
|
|
|
|
||||||
Aggregate goodwill acquired/disposed
|
249
|
|
|
112
|
|
|
361
|
|
|||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Goodwill, net of impairment losses
|
249
|
|
|
112
|
|
|
361
|
|
|||
Goodwill acquired
|
15
|
|
|
7
|
|
|
22
|
|
|||
Balance as of December 31, 2014
|
|
|
|
|
|
||||||
Aggregate goodwill acquired
|
264
|
|
|
119
|
|
|
383
|
|
|||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Goodwill, net of impairment losses
|
$
|
264
|
|
|
$
|
119
|
|
|
$
|
383
|
|
|
Balance at
January 1 |
|
Charged to
Earnings |
|
Used
|
|
Adjustments*
|
|
Balance at
December 31 |
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
53
|
|
|
$
|
19
|
|
|
$
|
(35
|
)
|
|
$
|
(2
|
)
|
|
$
|
35
|
|
Inventory reserves
|
125
|
|
|
24
|
|
|
(15
|
)
|
|
(3
|
)
|
|
131
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
50
|
|
|
13
|
|
|
(8
|
)
|
|
(2
|
)
|
|
53
|
|
|||||
Inventory reserves
|
112
|
|
|
25
|
|
|
(14
|
)
|
|
2
|
|
|
125
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
44
|
|
|
7
|
|
|
(3
|
)
|
|
2
|
|
|
50
|
|
|||||
Inventory reserves
|
126
|
|
|
17
|
|
|
(31
|
)
|
|
—
|
|
|
112
|
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
||||||||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
1,228
|
|
|
$
|
1,393
|
|
|
$
|
1,436
|
|
|
$
|
1,824
|
|
|
$
|
1,396
|
|
|
$
|
1,497
|
|
|
$
|
1,517
|
|
|
$
|
1,817
|
|
Costs of sales
|
651
|
|
|
737
|
|
|
751
|
|
|
911
|
|
|
703
|
|
|
747
|
|
|
752
|
|
|
916
|
|
||||||||
Gross margin
|
577
|
|
|
656
|
|
|
685
|
|
|
913
|
|
|
693
|
|
|
750
|
|
|
765
|
|
|
901
|
|
||||||||
Selling, general and administrative expenses
|
307
|
|
|
308
|
|
|
287
|
|
|
282
|
|
|
325
|
|
|
339
|
|
|
319
|
|
|
347
|
|
||||||||
Research and development expenditures
|
174
|
|
|
176
|
|
|
166
|
|
|
165
|
|
|
187
|
|
|
195
|
|
|
183
|
|
|
196
|
|
||||||||
Other charges
|
(11
|
)
|
|
34
|
|
|
25
|
|
|
1,924
|
|
|
7
|
|
|
13
|
|
|
17
|
|
|
34
|
|
||||||||
Operating earnings (loss)
|
107
|
|
|
138
|
|
|
207
|
|
|
(1,458
|
)
|
|
174
|
|
|
203
|
|
|
246
|
|
|
324
|
|
||||||||
Earnings (loss) from continuing operations*
|
85
|
|
|
78
|
|
|
66
|
|
|
(926
|
)
|
|
157
|
|
|
223
|
|
|
261
|
|
|
292
|
|
||||||||
Net earnings*
|
127
|
|
|
824
|
|
|
147
|
|
|
201
|
|
|
192
|
|
|
258
|
|
|
307
|
|
|
342
|
|
||||||||
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Earnings (loss) from Continuing operations*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings (loss) per common share
|
$
|
0.33
|
|
|
$
|
0.31
|
|
|
$
|
0.27
|
|
|
$
|
(4.02
|
)
|
|
$
|
0.57
|
|
|
$
|
0.83
|
|
|
$
|
1.00
|
|
|
$
|
1.13
|
|
Diluted earnings (loss) per common share
|
0.33
|
|
|
0.30
|
|
|
0.27
|
|
|
(4.02
|
)
|
|
0.56
|
|
|
0.81
|
|
|
0.98
|
|
|
1.12
|
|
||||||||
Net earnings*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per common share
|
$
|
0.50
|
|
|
$
|
3.25
|
|
|
$
|
0.60
|
|
|
$
|
0.87
|
|
|
$
|
0.70
|
|
|
$
|
0.96
|
|
|
$
|
1.17
|
|
|
$
|
1.33
|
|
Diluted earnings per common share
|
0.49
|
|
|
3.22
|
|
|
0.59
|
|
|
0.87
|
|
|
0.68
|
|
|
0.94
|
|
|
1.16
|
|
|
1.31
|
|
||||||||
Dividends declared
|
$
|
0.31
|
|
|
$
|
0.31
|
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.31
|
|
|
$
|
0.31
|
|
Dividends paid
|
0.31
|
|
|
0.31
|
|
|
0.31
|
|
|
0.34
|
|
|
0.26
|
|
|
0.26
|
|
|
0.26
|
|
|
0.31
|
|
||||||||
Stock prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
67.11
|
|
|
$
|
67.80
|
|
|
$
|
67.41
|
|
|
$
|
67.87
|
|
|
$
|
64.03
|
|
|
$
|
64.69
|
|
|
$
|
60.39
|
|
|
$
|
67.50
|
|
Low
|
$
|
62.72
|
|
|
$
|
62.50
|
|
|
$
|
58.89
|
|
|
$
|
58.50
|
|
|
$
|
55.94
|
|
|
$
|
55.50
|
|
|
$
|
54.01
|
|
|
$
|
59.38
|
|
(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, 2015
|
Gregory Q. Brown
|
|
and Director
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ GINO A. BONANOTTE
|
|
Executive Vice President and
|
|
February 13, 2015
|
Gino A. Bonanotte
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
||
/S/ JOHN K. WOZNIAK
|
|
Corporate Vice President and
|
|
February 13, 2015
|
John K. Wozniak
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/S/ KENNETH C. DAHLBERG
|
|
Director
|
|
February 13, 2015
|
Kenneth C. Dahlberg
|
|
|
|
|
|
|
|
|
|
/S/ DAVID W. DORMAN
|
|
Director
|
|
February 13, 2015
|
David W. Dorman
|
|
|
|
|
|
|
|
||
/S/ MICHAEL V. HAYDEN
|
|
Director
|
|
February 13, 2015
|
Michael V. Hayden
|
|
|
|
|
|
|
|
||
/S/ JUDY C. LEWENT
|
|
Director
|
|
February 13, 2015
|
Judy C. Lewent
|
|
|
|
|
|
|
|
||
/S/ ANNE R. PRAMAGGIORE
|
|
Director
|
|
February 13, 2015
|
Anne R. Pramaggiore
|
|
|
|
|
|
|
|
||
/S/ SAMUEL C. SCOTT III
|
|
Director
|
|
February 13, 2015
|
Samuel C. Scott III
|
|
|
|
|
|
|
|
||
/S/ BRADLEY E. SINGER
|
|
Director
|
|
February 13, 2015
|
Bradley E. Singer
|
|
|
|
|
2.1
|
|
Master Acquisition Agreement, dated April 14, 2014, by and between Motorola Solutions, Inc. and Zebra Technologies, Inc. (incorporated by reference to Exhibit 2.1 to Motorola Solutions’ Current Report on Form 8-K filed on April 16, 2014 (File No. 1-7221)).
|
3.1 (a)
|
|
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)).
|
3.1 (b)
|
|
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
|
|
Amended and Restated Bylaws of Motorola Solutions, Inc. as of November 13, 2014 (incorporated by reference to Exhibit 3.1 to Motorola Solutions’ Current Report on Form 8-K filed on November 14, 2014 (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)).
|
4.1 (c)
|
|
Indenture dated as of August 19, 2014 between Motorola Solutions, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. (incorporated by reference to Exhibit 4.1 to Motorola Solutions’ Current Report on Form 8-K filed on August 19, 2014 (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 November 4, 2014, by and among Motorola Solutions, Inc. and ValueAct (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current Report on Form 8-K filed on November 5, 2014 (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 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)).
|
10.22
|
|
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)).
|
10.23
|
|
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)).
|
10.24
|
|
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)).
|
10.25
|
|
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)).
|
10.26
|
|
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)).
|
10.27
|
|
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)).
|
10.28
|
|
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)).
|
10.29
|
|
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)).
|
10.30
|
|
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)).
|
10.31
|
|
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)).
|
10.32
|
|
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)).
|
10.33
|
|
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)).
|
10.34
|
|
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)).
|
10.35
|
|
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)).
|
10.36
|
|
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)).
|
10.37
|
|
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)).
|
10.38
|
|
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)).
|
10.39
|
|
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)).
|
10.40
|
|
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)).
|
10.41
|
|
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)).
|
10.42
|
|
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)).
|
10.43
|
|
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)).
|
10.44
|
|
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)).
|
10.45
|
|
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)).
|
10.46
|
|
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)).
|
10.47
|
|
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)).
|
10.48
|
|
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)).
|
10.49
|
|
2014-2016 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated January 26, 2012.
|
10.50
|
|
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)).
|
10.51
|
|
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)).
|
10.52
|
|
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)).
|
10.53
|
|
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)).
|
*10.54
|
|
Motorola Solutions, Inc. 2011 Senior Officer Change in Control Severance Plan, as amended and restated November 13, 2014.
|
*10.55
|
|
Motorola Solutions, Inc. 2011 Executive Severance Plan, as amended and restated November 13, 2014.
|
10.56
|
|
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 18, 2015 (“Motorola Solutions’ Proxy Statement”)).
|
*10.57
|
|
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.
|
10.58
|
|
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)).
|
10.59
|
|
Amendment made on December 15, 2008 to the Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit No. 10.50 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221)).
|
10.60
|
|
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)).
|
10.61
|
|
Third Amendment, dated March 10, 2014, to the Employment Agreement dated August 27, 2008, as amended, by and between Motorola Solutions, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola Solutions Current Report on Form 8-K filed on March 13, 2014 (File No. 1-7221)).
|
10.62
|
|
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)).
|
10.63
|
|
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)).
|
10.64
|
|
Revolving Credit Agreement dated as of May 29, 2014 among Motorola Solutions, Inc., JPMorgan 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 June 2, 2014 (File No. 1-7221)).
|
10.65
|
|
Definitive Purchase Agreement by and among Motorola Solutions, Inc., The Prudential Insurance Company of America, Prudential Financial, Inc., and State Street Bank and Trust Company, as Independent Fiduciary of the Motorola Solutions Pension Plan, dated as of September 22, 2014 (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2014 (File No. 1-7221))**
|
*12
|
|
Statement regarding Computation of Ratio of Earnings to Fixed Charges.
|
*21
|
|
Subsidiaries of Motorola Solutions, Inc.
|
23
|
|
Consent of Independent Registered Public Accounting Firm, see page xx of the Annual Report on Form 10-K of which this Exhibit Index is a part.
|
*31.1
|
|
Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*31.2
|
|
Certification of Gino A. Bonanotte pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*32.1
|
|
Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*32.2
|
|
Certification of Gino A. Bonanotte pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Scheme Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith
|
**
|
Confidential treatment has been requested for portions of this agreement
|
•
|
either accept or deny the claim completely or partially; and
|
•
|
notify the employee or vice president of acceptance or denial of the claim.
|
•
|
If the claim is completely or partially denied, the Plan Administrator will furnish a written notice to the employee or vice president containing the following information:
|
•
|
specific reasons for the denial;
|
•
|
specific references to the 2011 ESP provisions on which any denial is based;
|
•
|
a description of any additional material or information that the employee or vice president must provide in order to support the claim and an explanation of why it is required; and
|
•
|
an explanation of the 2011 ESP’s appeal procedures and the applicable time limits, including a statement of the right to bring a civil action under Section 502(a) of ERISA following an adverse determination on appeal.
|
•
|
request an appeal by written request to the head of Rewards not later than sixty (60) days after receipt of notice from the Plan Administrator denying the claim;
|
•
|
upon request and free of charge, have reasonable access to, and copies of, all documents, records, and other information relevant to the claim; and
|
•
|
submit issues and comments regarding the claim in writing, along with documents, records and other information, to the head of Rewards.
|
Name of Plan:
|
Motorola Solutions 2011 Executive Severance Plan
|
Plan Number:
|
702
|
Company/Plan Sponsor:
|
Motorola Solutions, Inc.
|
Plan Administrator:
|
Vice President, Rewards
1303 East Algonquin Road
Schaumburg, IL 60196 (847) 576-5000 |
Employer Identification Number (EIN):
|
36-1115800
|
Agent for Service of Legal Process:
|
Motorola Solutions, Inc.
Senior Vice President & General Counsel
Service may also be made on the Plan Administrator.
|
Type of Plan:
|
Welfare
|
Benefits Available Under the Plan:
|
Severance Benefits
|
Plan Administration:
|
Administered by Motorola Solutions, Inc.
|
Plan Restatement Effective Date:
|
November 13, 2014
|
Plan Year:
|
Calendar Year
|
|
Severance Pay and Benefits
|
|||
Level/Salary Grade
|
Severance Allowance
|
Alternate AIP Award—AIP Participants
|
Alternate SIP Award—SIP Participants
|
Welfare Plan Benefits; Outplacement; Financial Planning Services
|
Appointed Vice President and/or Salary Grade EXB
|
9 months of Base Salary (“Severance Allowance”)
|
The Alternate AIP Award as provided in Section 3(c)
|
The Alternate SIP Award as provided in Section 3(d)
|
(a) 9 months of Medical Plan coverage at the active employee premium rate, offset against the COBRA amount as provided in Section 3(g); and (b) up to 12 months outplacement services as provided in Section 3(h). Financial planning services as provided in Section 3(j).
|
|
|
|
|
|
Elected Officers and/or Salary Grades EXC, EXS and EXV
|
12 months of Base Salary (“Severance Allowance”)
|
The Alternate AIP Award as provided in Section 3(c)
|
The Alternate SIP Award as provided in Section 3(d)
|
(a) 12 months of Medical Plan coverage at the active employee premium rate, offset against the COBRA amount as provided in Section 3(g); and (b) up to 12 months outplacement services as provided in Section 3(h). Financial planning services as provided in Section 3(j).
|
CL2
EXHIBIT
|
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Page
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1
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CL2
EXHIBIT
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Page
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2
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CL2
EXHIBIT
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Page
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3
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CL2
EXHIBIT
|
|
Page
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4
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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.
|
CL2
EXHIBIT
|
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Page
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5
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CL2
EXHIBIT
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Page
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6
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MOTOROLA SOLUTIONS, INC.
|
||
LISTING OF MAJOR SUBSIDIARIES
|
||
12/31/2014
|
||
|
|
|
EXHIBIT 21
|
||
Motorola Solutions Malaysia Sdn. Bhd.
|
|
Malaysia
|
1.
|
I have reviewed the annual report on Form 10-K of Motorola Solutions, Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
|
/s/ GREGORY Q. BROWN
|
|
Gregory Q. Brown
|
|
Chairman and Chief Executive Officer
|
|
Motorola Solutions, Inc.
|
1.
|
I have reviewed this annual report on Form 10-K of Motorola Solutions, Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
|
/s/ GINO A. BONANOTTE
|
|
Gino A. Bonanotte
|
|
Executive Vice President and Chief Financial Officer
|
|
Motorola Solutions, Inc.
|
(1)
|
the annual report on Form 10-K for the period ended
December 31, 2014
(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
|
(2)
|
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
|
|
/s/ GREGORY Q. BROWN
|
|
Gregory Q. Brown
|
|
Chairman and Chief Executive Officer
|
|
Motorola Solutions, Inc.
|
(1)
|
the annual report on Form 10-K for the period ended
December 31, 2014
(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
|
(2)
|
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
|
|
/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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