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x
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QUARTERLY 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
(State of Incorporation)
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36-1115800
(I.R.S. Employer Identification No.)
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1303 E. Algonquin Road,
Schaumburg, Illinois
(Address of principal executive offices)
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60196
(Zip Code)
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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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Class
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Number of Shares
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Common Stock; $.01 Par Value
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|
210,942,389
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Page
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Item 1 Financial Statements
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Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended April 4, 2015 and March 29, 2014
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended April 4, 2015 and March 29, 2014
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Condensed Consolidated Balance Sheets (Unaudited) as of April 4, 2015 and December 31, 2014
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Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) for the Three Months Ended April 4, 2015
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Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended April 4, 2015 and March 29, 2014
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Notes to Condensed Consolidated Financial Statements (Unaudited)
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Item 4
Mine Safety Disclosures
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|
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Three Months Ended
|
||||||
(In millions, except per share amounts)
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April 4,
2015 |
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March 29,
2014 |
||||
Net sales from products
|
$
|
758
|
|
|
$
|
752
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|
Net sales from services
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465
|
|
|
476
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|
||
Net sales
|
1,223
|
|
|
1,228
|
|
||
Costs of product sales
|
359
|
|
|
350
|
|
||
Costs of services sales
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316
|
|
|
301
|
|
||
Costs of sales
|
675
|
|
|
651
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|
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Gross margin
|
548
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|
|
577
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|
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Selling, general and administrative expenses
|
256
|
|
|
307
|
|
||
Research and development expenditures
|
159
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|
|
174
|
|
||
Other charges (income)
|
14
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|
|
(11
|
)
|
||
Operating earnings
|
119
|
|
|
107
|
|
||
Other income (expense):
|
|
|
|
||||
Interest expense, net
|
(40
|
)
|
|
(25
|
)
|
||
Gains on sales of investments and businesses, net
|
46
|
|
|
7
|
|
||
Other
|
3
|
|
|
—
|
|
||
Total other income (expense)
|
9
|
|
|
(18
|
)
|
||
Earnings before income taxes
|
128
|
|
|
89
|
|
||
Income tax expense
|
40
|
|
|
4
|
|
||
Earnings from continuing operations
|
88
|
|
|
85
|
|
||
Earnings (loss) from discontinued operations, net of tax
|
(13
|
)
|
|
42
|
|
||
Net earnings
|
75
|
|
|
127
|
|
||
Less: Earnings attributable to noncontrolling interests
|
1
|
|
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—
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|
||
Net earnings attributable to Motorola Solutions, Inc.
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$
|
74
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|
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$
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127
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|
Amounts attributable to Motorola Solutions, Inc. common stockholders:
|
|
|
|
||||
Earnings from continuing operations, net of tax
|
$
|
87
|
|
|
$
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85
|
|
Earnings (loss) from discontinued operations, net of tax
|
(13
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)
|
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42
|
|
||
Net earnings
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$
|
74
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$
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127
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Earnings (loss) per common share:
|
|
|
|
||||
Basic:
|
|
|
|
||||
Continuing operations
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$
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0.40
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$
|
0.33
|
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Discontinued operations
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(0.06
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)
|
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0.17
|
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||
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$
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0.34
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$
|
0.50
|
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Diluted:
|
|
|
|
||||
Continuing operations
|
$
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0.40
|
|
|
$
|
0.33
|
|
Discontinued operations
|
(0.06
|
)
|
|
0.16
|
|
||
|
$
|
0.34
|
|
|
$
|
0.49
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
215.3
|
|
|
254.1
|
|
||
Diluted
|
217.8
|
|
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258.3
|
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||
Dividends declared per share
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$
|
0.34
|
|
|
0.31
|
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Three Months Ended
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||||||
(In millions)
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April 4,
2015 |
|
March 29,
2014 |
||||
Net earnings
|
$
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75
|
|
|
$
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127
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|
Other comprehensive income (loss), net of tax (Note 3):
|
|
|
|
||||
Foreign currency translation adjustments
|
(26
|
)
|
|
2
|
|
||
Marketable securities
|
(33
|
)
|
|
2
|
|
||
Defined benefit plans
|
1
|
|
|
13
|
|
||
Total other comprehensive income (loss), net of tax
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(58
|
)
|
|
17
|
|
||
Comprehensive income
|
17
|
|
|
144
|
|
||
Less: Earnings attributable to noncontrolling interest
|
1
|
|
|
—
|
|
||
Comprehensive income attributable to Motorola Solutions, Inc. common shareholders
|
$
|
16
|
|
|
$
|
144
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(In millions, except par value)
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April 4,
2015 |
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December 31,
2014 |
||||
ASSETS
|
|||||||
Cash and cash equivalents
|
$
|
3,353
|
|
|
$
|
3,954
|
|
Accounts receivable, net
|
1,084
|
|
|
1,409
|
|
||
Inventories, net
|
381
|
|
|
345
|
|
||
Deferred income taxes
|
416
|
|
|
431
|
|
||
Other current assets
|
650
|
|
|
740
|
|
||
Total current assets
|
5,884
|
|
|
6,879
|
|
||
Property, plant and equipment, net
|
530
|
|
|
549
|
|
||
Investments
|
285
|
|
|
316
|
|
||
Deferred income taxes
|
2,179
|
|
|
2,151
|
|
||
Goodwill
|
390
|
|
|
383
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|
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Other assets
|
157
|
|
|
145
|
|
||
Total assets
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$
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9,425
|
|
|
$
|
10,423
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current portion of long-term debt
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$
|
4
|
|
|
$
|
4
|
|
Accounts payable
|
437
|
|
|
540
|
|
||
Accrued liabilities
|
1,536
|
|
|
1,706
|
|
||
Total current liabilities
|
1,977
|
|
|
2,250
|
|
||
Long-term debt
|
3,392
|
|
|
3,396
|
|
||
Other liabilities
|
1,962
|
|
|
2,011
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $100 par value
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value:
|
2
|
|
|
2
|
|
||
Authorized shares: 600.0
|
|
|
|
||||
Issued shares: 4/4/15—211.3; 12/31/14—220.5
|
|
|
|
||||
Outstanding shares: 4/4/15—210.9; 12/31/14—219.8
|
|
|
|
||||
Additional paid-in capital
|
585
|
|
|
1,178
|
|
||
Retained earnings
|
3,412
|
|
|
3,410
|
|
||
Accumulated other comprehensive loss
|
(1,913
|
)
|
|
(1,855
|
)
|
||
Total Motorola Solutions, Inc. stockholders’ equity
|
2,086
|
|
|
2,735
|
|
||
Noncontrolling interests
|
8
|
|
|
31
|
|
||
Total stockholders’ equity
|
2,094
|
|
|
2,766
|
|
||
Total liabilities and stockholders’ equity
|
$
|
9,425
|
|
|
$
|
10,423
|
|
(In millions)
|
Shares
|
|
Common Stock and Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained
Earnings |
|
Noncontrolling
Interests |
|||||||||
Balance as of December 31, 2014
|
220.5
|
|
|
$
|
1,180
|
|
|
$
|
(1,855
|
)
|
|
$
|
3,410
|
|
|
$
|
31
|
|
Net earnings
|
|
|
|
|
|
|
|
74
|
|
|
1
|
|
||||||
Other comprehensive loss
|
|
|
|
|
(58
|
)
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
0.7
|
|
|
41
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(9.9
|
)
|
|
(653
|
)
|
|
|
|
|
|
|
|||||||
Tax shortfalls from share-based compensation
|
|
|
(2
|
)
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
|
|
|
21
|
|
|
|
|
|
|
|
||||||||
Sale of controlling interest in subsidiary common stock
|
|
|
|
|
|
|
|
|
(24
|
)
|
||||||||
Dividends declared
|
|
|
|
|
|
|
|
(72
|
)
|
|
|
|||||||
Balance as of April 4, 2015
|
211.3
|
|
|
$
|
587
|
|
|
$
|
(1,913
|
)
|
|
$
|
3,412
|
|
|
$
|
8
|
|
|
Three Months Ended
|
||||||
(In millions)
|
April 4,
2015 |
|
March 29,
2014 |
||||
Operating
|
|
|
|
||||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
74
|
|
|
$
|
127
|
|
Earnings attributable to noncontrolling interests
|
1
|
|
|
—
|
|
||
Net earnings
|
75
|
|
|
127
|
|
||
Earnings (loss) from discontinued operations, net of tax
|
(13
|
)
|
|
42
|
|
||
Earnings from continuing operations, net of tax
|
88
|
|
|
85
|
|
||
Adjustments to reconcile Earnings from continuing operations to Net cash provided by operating activities from continuing operations:
|
|
|
|
||||
Depreciation and amortization
|
41
|
|
|
40
|
|
||
Gain on sale of building and land
|
—
|
|
|
(21
|
)
|
||
Non-cash other charges (income)
|
1
|
|
|
(3
|
)
|
||
Share-based compensation expense
|
21
|
|
|
28
|
|
||
Gains on sales of investments and businesses, net
|
(46
|
)
|
|
(7
|
)
|
||
Deferred income taxes
|
23
|
|
|
22
|
|
||
Changes in assets and liabilities, net of effects of acquisitions, dispositions, and foreign currency translation adjustments:
|
|
|
|
||||
Accounts receivable
|
309
|
|
|
160
|
|
||
Inventories
|
(44
|
)
|
|
(12
|
)
|
||
Other current assets
|
26
|
|
|
16
|
|
||
Accounts payable and accrued liabilities
|
(252
|
)
|
|
(175
|
)
|
||
Other assets and liabilities
|
(16
|
)
|
|
(121
|
)
|
||
Net cash provided by operating activities from continuing operations
|
151
|
|
|
12
|
|
||
Investing
|
|
|
|
||||
Acquisitions and investments, net
|
(74
|
)
|
|
(4
|
)
|
||
Proceeds from sales of investments and businesses, net
|
88
|
|
|
11
|
|
||
Capital expenditures
|
(33
|
)
|
|
(41
|
)
|
||
Proceeds from sales of property, plant and equipment
|
1
|
|
|
24
|
|
||
Net cash used for investing activities from continuing operations
|
(18
|
)
|
|
(10
|
)
|
||
Financing
|
|
|
|
||||
Repayment of debt
|
(1
|
)
|
|
(1
|
)
|
||
Net proceeds from issuance of debt
|
—
|
|
|
4
|
|
||
Issuance of common stock
|
46
|
|
|
14
|
|
||
Purchase of common stock
|
(653
|
)
|
|
(57
|
)
|
||
Excess tax benefit from share-based compensation
|
1
|
|
|
5
|
|
||
Payment of dividends
|
(75
|
)
|
|
(79
|
)
|
||
Distributions from discontinued operations
|
—
|
|
|
26
|
|
||
Net cash used for financing activities from continuing operations
|
(682
|
)
|
|
(88
|
)
|
||
Discontinued Operations
|
|
|
|
||||
Net cash provided by operating activities from discontinued operations
|
—
|
|
|
34
|
|
||
Net cash used for investing activities from discontinued operations
|
—
|
|
|
(8
|
)
|
||
Net cash used for financing activities from discontinued operations
|
—
|
|
|
(26
|
)
|
||
Net cash provided by discontinued operations
|
—
|
|
|
—
|
|
||
Effect of exchange rate changes on cash and cash equivalents from continuing operations
|
(52
|
)
|
|
2
|
|
||
Net decrease in cash and cash equivalents
|
(601
|
)
|
|
(84
|
)
|
||
Cash and cash equivalents, beginning of period
|
3,954
|
|
|
3,225
|
|
||
Cash and cash equivalents, end of period
|
$
|
3,353
|
|
|
$
|
3,141
|
|
Supplemental Cash Flow Information
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest, net
|
$
|
50
|
|
|
$
|
18
|
|
Income and withholding taxes, net of refunds
|
39
|
|
|
(2
|
)
|
1.
|
Basis of Presentation
|
2.
|
Discontinued Operations
|
|
Three Months Ended
|
||||||
|
April 4,
2015 |
|
March 29,
2014 |
||||
Net sales
|
$
|
—
|
|
|
$
|
573
|
|
Operating earnings
|
—
|
|
|
63
|
|
||
Losses on sales of investments and businesses, net
|
(20
|
)
|
|
—
|
|
||
Earnings (loss) before income taxes
|
(20
|
)
|
|
62
|
|
||
Income tax expense (benefit)
|
(7
|
)
|
|
20
|
|
||
Earnings (loss) from discontinued operations, net of tax
|
$
|
(13
|
)
|
|
$
|
42
|
|
3.
|
Other Financial Data
|
|
Three Months Ended
|
||||||
|
April 4,
2015 |
|
March 29,
2014 |
||||
Other charges (income):
|
|
|
|
||||
Intangibles amortization
|
$
|
2
|
|
|
$
|
1
|
|
Reorganization of business
|
12
|
|
|
9
|
|
||
Gain on sale of building and land
|
—
|
|
|
(21
|
)
|
||
|
$
|
14
|
|
|
$
|
(11
|
)
|
|
Three Months Ended
|
||||||
|
April 4,
2015 |
|
March 29,
2014 |
||||
Interest income (expense), net:
|
|
|
|
||||
Interest expense
|
$
|
(43
|
)
|
|
$
|
(30
|
)
|
Interest income
|
3
|
|
|
5
|
|
||
|
$
|
(40
|
)
|
|
$
|
(25
|
)
|
Other:
|
|
|
|
||||
Foreign currency gain (loss)
|
$
|
18
|
|
|
$
|
(1
|
)
|
Loss on derivative instruments
|
(17
|
)
|
|
(1
|
)
|
||
Other
|
2
|
|
|
2
|
|
||
|
$
|
3
|
|
|
$
|
—
|
|
|
Amounts attributable to Motorola Solutions, Inc. common stockholders
|
||||||||||||||
|
Earnings from Continuing Operations, net of tax
|
|
Net Earnings
|
||||||||||||
Three Months Ended
|
April 4,
2015 |
|
March 29,
2014 |
|
April 4,
2015 |
|
March 29,
2014 |
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Earnings
|
$
|
87
|
|
|
$
|
85
|
|
|
$
|
74
|
|
|
$
|
127
|
|
Weighted average common shares outstanding
|
215.3
|
|
|
254.1
|
|
|
215.3
|
|
|
254.1
|
|
||||
Per share amount
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
0.34
|
|
|
$
|
0.50
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Earnings
|
$
|
87
|
|
|
$
|
85
|
|
|
$
|
74
|
|
|
$
|
127
|
|
Weighted average common shares outstanding
|
215.3
|
|
|
254.1
|
|
|
215.3
|
|
|
254.1
|
|
||||
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Share-based awards
|
2.5
|
|
|
4.2
|
|
|
2.5
|
|
|
4.2
|
|
||||
Diluted weighted average common shares outstanding
|
217.8
|
|
|
258.3
|
|
|
217.8
|
|
|
258.3
|
|
||||
Per share amount
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
0.34
|
|
|
$
|
0.49
|
|
April 4, 2015
|
Cost
Basis |
|
Unrealized
Gains |
|
Investments
|
||||||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
37
|
|
Corporate bonds
|
9
|
|
|
—
|
|
|
9
|
|
|||
Common stock
|
—
|
|
|
17
|
|
|
17
|
|
|||
|
46
|
|
|
17
|
|
|
63
|
|
|||
Other investments, at cost
|
200
|
|
|
—
|
|
|
200
|
|
|||
Equity method investments
|
22
|
|
|
—
|
|
|
22
|
|
|||
|
$
|
268
|
|
|
$
|
17
|
|
|
$
|
285
|
|
December 31, 2014
|
Cost
Basis |
|
Unrealized
Gains |
|
Investments
|
||||||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Corporate bonds
|
16
|
|
|
—
|
|
|
16
|
|
|||
Mutual funds
|
2
|
|
|
—
|
|
|
2
|
|
|||
Common stock
|
1
|
|
|
70
|
|
|
71
|
|
|||
|
33
|
|
|
70
|
|
|
103
|
|
|||
Other investments, at cost
|
191
|
|
|
—
|
|
|
191
|
|
|||
Equity method investments
|
22
|
|
|
—
|
|
|
22
|
|
|||
|
$
|
246
|
|
|
$
|
70
|
|
|
$
|
316
|
|
|
April 4,
2015 |
|
December 31,
2014 |
||||
Accounts receivable
|
$
|
1,120
|
|
|
$
|
1,444
|
|
Less allowance for doubtful accounts
|
(36
|
)
|
|
(35
|
)
|
||
|
$
|
1,084
|
|
|
$
|
1,409
|
|
|
April 4,
2015 |
|
December 31,
2014 |
||||
Finished goods
|
$
|
178
|
|
|
$
|
163
|
|
Work-in-process and production materials
|
336
|
|
|
313
|
|
||
|
514
|
|
|
476
|
|
||
Less inventory reserves
|
(133
|
)
|
|
(131
|
)
|
||
|
$
|
381
|
|
|
$
|
345
|
|
|
April 4,
2015 |
|
December 31,
2014 |
||||
Costs and earnings in excess of billings
|
$
|
367
|
|
|
$
|
417
|
|
Tax-related refunds receivable
|
90
|
|
|
103
|
|
||
Zebra receivable for cash transferred
|
—
|
|
|
49
|
|
||
Other
|
193
|
|
|
171
|
|
||
|
$
|
650
|
|
|
$
|
740
|
|
|
April 4,
2015 |
|
December 31,
2014 |
||||
Land
|
$
|
17
|
|
|
$
|
18
|
|
Building
|
557
|
|
|
559
|
|
||
Machinery and equipment
|
1,658
|
|
|
1,672
|
|
||
|
2,232
|
|
|
2,249
|
|
||
Less accumulated depreciation
|
(1,702
|
)
|
|
(1,700
|
)
|
||
|
$
|
530
|
|
|
$
|
549
|
|
|
April 4,
2015 |
|
December 31,
2014 |
||||
Intangible assets, net
|
$
|
38
|
|
|
$
|
23
|
|
Long-term receivables
|
26
|
|
|
31
|
|
||
Other
|
93
|
|
|
91
|
|
||
|
$
|
157
|
|
|
$
|
145
|
|
|
April 4,
2015 |
|
December 31,
2014 |
||||
Deferred revenue
|
$
|
339
|
|
|
$
|
355
|
|
Compensation
|
158
|
|
|
190
|
|
||
Billings in excess of costs and earnings
|
344
|
|
|
358
|
|
||
Tax liabilities
|
49
|
|
|
91
|
|
||
Dividend payable
|
72
|
|
|
75
|
|
||
Other
|
574
|
|
|
637
|
|
||
|
$
|
1,536
|
|
|
$
|
1,706
|
|
|
April 4,
2015 |
|
December 31,
2014 |
||||
Defined benefit plans
|
$
|
1,563
|
|
|
$
|
1,611
|
|
Postretirement Health Care Benefit Plan
|
42
|
|
|
49
|
|
||
Deferred revenue
|
141
|
|
|
139
|
|
||
Unrecognized tax benefits
|
51
|
|
|
54
|
|
||
Other
|
165
|
|
|
158
|
|
||
|
$
|
1,962
|
|
|
$
|
2,011
|
|
|
Three Months Ended
|
||||||
|
April 4,
2015 |
|
March 29,
2014 |
||||
Foreign Currency Translation Adjustments
|
|
|
|
||||
Balance at beginning of period
|
$
|
(204
|
)
|
|
$
|
(96
|
)
|
Other comprehensive income (loss) before reclassification adjustment
|
(27
|
)
|
|
3
|
|
||
Tax expense (benefit)
|
1
|
|
|
(1
|
)
|
||
Other comprehensive income (loss), net of tax
|
(26
|
)
|
|
2
|
|
||
Balance at end of period
|
$
|
(230
|
)
|
|
$
|
(94
|
)
|
Net loss on derivative instruments
|
|
|
|
||||
Balance at beginning and end of period
|
$
|
—
|
|
|
$
|
(1
|
)
|
Unrealized Gains and Losses on Available-for-Sale Securities:
|
|
|
|
||||
Balance at beginning of period
|
$
|
44
|
|
|
$
|
(2
|
)
|
Other comprehensive loss before reclassification adjustment
|
(7
|
)
|
|
—
|
|
||
Tax expense
|
3
|
|
|
2
|
|
||
Other comprehensive income (loss) before reclassification adjustment, net of tax
|
(4
|
)
|
|
2
|
|
||
Reclassification adjustment into Gains on Sales of investments and businesses, net
|
(46
|
)
|
|
—
|
|
||
Tax expense
|
17
|
|
|
—
|
|
||
Reclassification adjustment into Gains on sales of investments and businesses, net of tax
|
(29
|
)
|
|
—
|
|
||
Other comprehensive income (loss), net of tax
|
(33
|
)
|
|
2
|
|
||
Balance at end of period
|
$
|
11
|
|
|
$
|
—
|
|
Defined Benefit Plans
|
|
|
|
||||
Balance at beginning of period
|
(1,695
|
)
|
|
(2,188
|
)
|
||
Reclassification adjustment - Actuarial net losses into Selling, general, and administrative expenses
|
19
|
|
|
29
|
|
||
Reclassification adjustment - Prior service benefits into Selling, general, and administrative expenses
|
(17
|
)
|
|
(10
|
)
|
||
Tax benefit
|
(1
|
)
|
|
(6
|
)
|
||
Reclassification adjustment into Selling, general, and administrative expenses, net of tax
|
1
|
|
|
13
|
|
||
Balance at end of period
|
$
|
(1,694
|
)
|
|
$
|
(2,175
|
)
|
|
|
|
|
||||
Total Accumulated other comprehensive loss
|
$
|
(1,913
|
)
|
|
$
|
(2,270
|
)
|
4.
|
Debt and Credit Facilities
|
5.
|
Risk Management
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
April 4,
2015 |
|
December 31,
2014 |
||||
British Pound
|
$
|
166
|
|
|
$
|
34
|
|
Euro
|
154
|
|
|
214
|
|
||
Chinese Renminbi
|
(146
|
)
|
|
(161
|
)
|
||
Norwegian Krone
|
(86
|
)
|
|
(90
|
)
|
||
Brazilian Real
|
(38
|
)
|
|
(28
|
)
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
April 4, 2015
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
2
|
|
|
Other assets
|
|
$
|
1
|
|
|
Other liabilities
|
Interest rate swap
|
—
|
|
|
Other assets
|
|
2
|
|
|
Other liabilities
|
||
Total derivatives
|
$
|
2
|
|
|
|
|
$
|
3
|
|
|
|
|
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 rate swap
|
—
|
|
|
Other assets
|
|
2
|
|
|
Other liabilities
|
Total derivatives
|
1
|
|
|
|
|
7
|
|
|
|
|
Three Months Ended
|
|
Statements of
Operations Location
|
||||||
Loss on Derivative Instruments
|
April 4,
2015 |
|
March 29,
2014 |
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate swap
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Other income (expense)
|
Foreign exchange contracts
|
(16
|
)
|
|
(1
|
)
|
|
Other income (expense)
|
||
Total derivatives
|
$
|
(17
|
)
|
|
$
|
(1
|
)
|
|
|
6.
|
Income Taxes
|
|
Three Months Ended
|
||||||
|
April 4, 2015
|
|
March 29, 2014
|
||||
Earnings before income taxes
|
$
|
128
|
|
|
$
|
89
|
|
Income tax expense
|
40
|
|
|
4
|
|
||
Effective tax rate
|
31
|
%
|
|
4
|
%
|
7.
|
Retirement and Other Employee Benefits
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||
Three Months Ended
|
April 4, 2015
|
|
March 29, 2014
|
|
April 4, 2015
|
|
March 29, 2014
|
|
April 4, 2015
|
|
March 29, 2014
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest cost
|
49
|
|
|
93
|
|
|
16
|
|
|
20
|
|
|
2
|
|
|
3
|
|
||||||
Expected return on plan assets
|
(54
|
)
|
|
(98
|
)
|
|
(26
|
)
|
|
(23
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized net loss
|
12
|
|
|
22
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||||
Unrecognized prior service cost (benefit)
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
(15
|
)
|
|
(12
|
)
|
||||||
Net periodic pension cost (benefit)
|
$
|
7
|
|
|
$
|
17
|
|
|
$
|
(5
|
)
|
|
$
|
6
|
|
|
$
|
(12
|
)
|
|
$
|
(7
|
)
|
8.
|
Share-Based Compensation Plans
|
|
Three Months Ended
|
||||||
|
April 4,
2015 |
|
March 29,
2014 |
||||
Share-based compensation expense included in:
|
|
|
|
||||
Costs of sales
|
$
|
3
|
|
|
$
|
3
|
|
Selling, general and administrative expenses
|
13
|
|
|
17
|
|
||
Research and development expenditures
|
5
|
|
|
8
|
|
||
Share-based compensation expense included in Operating earnings
|
21
|
|
|
28
|
|
||
Tax benefit
|
7
|
|
|
9
|
|
||
Share-based compensation expense, net of tax
|
$
|
14
|
|
|
$
|
19
|
|
Decrease in basic earnings per share
|
$
|
(0.07
|
)
|
|
$
|
(0.07
|
)
|
Decrease in diluted earnings per share
|
$
|
(0.06
|
)
|
|
$
|
(0.07
|
)
|
Share-based compensation expense in discontinued operations
|
$
|
—
|
|
|
$
|
8
|
|
9.
|
Fair Value Measurements
|
April 4, 2015
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
37
|
|
|
37
|
|
|||
Corporate bonds
|
—
|
|
|
9
|
|
|
9
|
|
|||
Common stock
|
17
|
|
|
—
|
|
|
17
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest rate swap
|
—
|
|
|
2
|
|
|
2
|
|
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
|
71
|
|
|
—
|
|
|
71
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest rate swap
|
—
|
|
|
2
|
|
|
2
|
|
10.
|
Long-term Customer Financing and Sales of Receivables
|
|
April 4,
2015 |
|
December 31,
2014 |
||||
Long-term receivables
|
$
|
51
|
|
|
$
|
49
|
|
Less current portion
|
(25
|
)
|
|
(18
|
)
|
||
Non-current long-term receivables, net
|
$
|
26
|
|
|
$
|
31
|
|
|
Three Months Ended
|
||||||
|
April 4,
2015 |
|
March 29,
2014 |
||||
Accounts receivable sales proceeds
|
$
|
6
|
|
|
$
|
7
|
|
Long-term receivables sales proceeds
|
65
|
|
|
1
|
|
||
Total proceeds from receivable sales
|
$
|
71
|
|
|
$
|
8
|
|
April 4, 2015
|
Total
Long-term
Receivable
|
|
Current Billed
Due
|
|
Past Due Under 90 Days
|
|
Past Due Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial loans and leases secured
|
40
|
|
|
4
|
|
|
1
|
|
|
11
|
|
||||
Total gross long-term receivables, including current portion
|
$
|
51
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
11
|
|
December 31, 2014
|
Total
Long-term
Receivable
|
|
Current Billed
Due
|
|
Past Due Under 90 Days
|
|
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
|
|
11.
|
Commitments and Contingencies
|
12.
|
Segment Information
|
|
Three Months Ended
|
||||||
|
April 4,
2015 |
|
March 29,
2014 |
||||
Products
|
$
|
64
|
|
|
$
|
39
|
|
Services
|
55
|
|
|
68
|
|
||
Operating earnings
|
119
|
|
|
107
|
|
||
Total other income (expense)
|
9
|
|
|
(18
|
)
|
||
Earnings from continuing operations before income taxes
|
$
|
128
|
|
|
$
|
89
|
|
13.
|
Reorganization of Business
|
|
January 1, 2015
|
|
Additional
Charges
|
|
Adjustments
|
|
Amount
Used
|
|
April 4, 2015
|
||||||||||
Exit costs
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Employee separation costs
|
57
|
|
|
10
|
|
|
—
|
|
|
(28
|
)
|
|
39
|
|
|||||
|
$
|
57
|
|
|
$
|
14
|
|
|
$
|
1
|
|
|
$
|
(28
|
)
|
|
$
|
44
|
|
14.
|
Intangible Assets and Goodwill
|
|
April 4, 2015
|
|
December 31, 2014
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Completed technology
|
$
|
54
|
|
|
$
|
29
|
|
|
$
|
37
|
|
|
$
|
27
|
|
Patents
|
8
|
|
|
4
|
|
|
8
|
|
|
4
|
|
||||
Customer-related
|
15
|
|
|
8
|
|
|
15
|
|
|
8
|
|
||||
Other intangibles
|
17
|
|
|
15
|
|
|
17
|
|
|
15
|
|
||||
|
$
|
94
|
|
|
$
|
56
|
|
|
$
|
77
|
|
|
$
|
54
|
|
|
April 4, 2015
|
|
December 31, 2014
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Products
|
$
|
89
|
|
|
$
|
56
|
|
|
$
|
77
|
|
|
$
|
54
|
|
Services
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
94
|
|
|
$
|
56
|
|
|
$
|
77
|
|
|
$
|
54
|
|
|
Products
|
|
Services
|
|
Total
|
||||||
Balance as of January 1, 2015
|
|
|
|
|
|
||||||
Aggregate goodwill
|
$
|
264
|
|
|
$
|
119
|
|
|
$
|
383
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Goodwill, net of impairment losses
|
$
|
264
|
|
|
$
|
119
|
|
|
$
|
383
|
|
Goodwill acquired
|
7
|
|
|
—
|
|
|
7
|
|
|||
Balance as of April 4, 2015
|
|
|
|
|
|
||||||
Aggregate goodwill
|
$
|
271
|
|
|
$
|
119
|
|
|
$
|
390
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Goodwill, net of impairment losses
|
$
|
271
|
|
|
$
|
119
|
|
|
$
|
390
|
|
|
Three Months Ended
|
|
Year Ended December 31
|
|||||||||||
|
April 4, 2015
|
|
March 29, 2014
|
|
2014
|
|
2013
|
|
2012
|
|||||
North America
|
63
|
%
|
|
59
|
%
|
|
61
|
%
|
|
63
|
%
|
|
62
|
%
|
Latin America
|
8
|
%
|
|
10
|
%
|
|
9
|
%
|
|
8
|
%
|
|
9
|
%
|
EA
|
16
|
%
|
|
18
|
%
|
|
17
|
%
|
|
16
|
%
|
|
14
|
%
|
AP
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
|
12
|
%
|
|
13
|
%
|
ME
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
1
|
%
|
|
2
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
Net sales were flat at
$1.2 billion
in the
first
quarter of
2015
, compared to the
first
quarter of
2014
, reflecting growth of $43 million in North America offset by unfavorable foreign currency fluctuations of $40 million, primarily within EA and AP.
|
•
|
We generated operating earnings of
$119 million
, or
10%
of net sales, in the
first
quarter of
2015
, compared to
$107 million
, or
9%
of net sales, in the
first
quarter of
2014
.
|
•
|
We had earnings from continuing operations attributable to Motorola Solutions, Inc. of
$87 million
, or
$0.40
per diluted common share, in the
first
quarter of
2015
, compared to
$85 million
, or
$0.33
per diluted common share, in the
first
quarter of
2014
. The unfavorable impact of foreign currency fluctuations on net sales, was largely offset by foreign exchange rate favorability within cost of sales and operating expenses, resulting in minimal impact to earnings from continuing operations attributable to Motorola Solutions, Inc.
|
•
|
We generated net cash from operating activities of
$151 million
during the
first quarter
of
2015
, compared to
$12 million
of net cash provided by operating activities in the
first quarter
of
2014
.
|
•
|
We returned
$728 million
in capital to shareholders through dividends and share repurchases during the
first quarter
of
2015
.
|
•
|
Products:
Net sales were
$758 million
in the
first
quarter of
2015
,
an increase
of
$6 million
, or
1%
, compared to net sales of
$752 million
during the
first
quarter of
2014
. On a geographic basis, net sales increased in North America and ME, and decreased in Latin America, EA and AP, compared to the year-ago quarter.
|
•
|
Services:
Net sales were
$465 million
in the
first
quarter of
2015
,
a decrease
of
$11 million
, or
2%
, compared to net sales of
$476 million
in the
first
quarter of
2014
. On a geographic basis, net sales declined in EA, Latin America, and AP and increased in ME, while remaining flat in North America, compared to the year-ago quarter.
|
|
Three Months Ended
|
||||||||||||
(Dollars in millions, except per share amounts)
|
April 4, 2015
|
|
% of
Sales**
|
|
March 29, 2014
|
|
% of
Sales**
|
||||||
Net sales from products
|
$
|
758
|
|
|
|
|
$
|
752
|
|
|
|
||
Net sales from services
|
465
|
|
|
|
|
476
|
|
|
|
||||
Net sales
|
1,223
|
|
|
|
|
1,228
|
|
|
|
||||
Costs of product sales
|
359
|
|
|
47.4
|
%
|
|
350
|
|
|
46.5
|
%
|
||
Costs of services sales
|
316
|
|
|
68.0
|
%
|
|
301
|
|
|
63.2
|
%
|
||
Costs of sales
|
675
|
|
|
|
|
651
|
|
|
|
||||
Gross margin
|
548
|
|
|
44.8
|
%
|
|
577
|
|
|
47.0
|
%
|
||
Selling, general and administrative expenses
|
256
|
|
|
20.9
|
%
|
|
307
|
|
|
25.0
|
%
|
||
Research and development expenditures
|
159
|
|
|
13.0
|
%
|
|
174
|
|
|
14.2
|
%
|
||
Other charges (income)
|
14
|
|
|
1.1
|
%
|
|
(11
|
)
|
|
(0.9
|
)%
|
||
Operating earnings
|
119
|
|
|
9.7
|
%
|
|
107
|
|
|
8.7
|
%
|
||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest expense, net
|
(40
|
)
|
|
(3.3
|
)%
|
|
(25
|
)
|
|
(2.0
|
)%
|
||
Gains on sales of investments and businesses, net
|
46
|
|
|
3.8
|
%
|
|
7
|
|
|
0.6
|
%
|
||
Other
|
3
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
||
Total other income (expense)
|
9
|
|
|
0.7
|
%
|
|
(18
|
)
|
|
(1.5
|
)%
|
||
Earnings from continuing operations before income taxes
|
128
|
|
|
10.5
|
%
|
|
89
|
|
|
7.2
|
%
|
||
Income tax expense
|
40
|
|
|
3.3
|
%
|
|
4
|
|
|
0.3
|
%
|
||
Earnings from continuing operations
|
88
|
|
|
7.2
|
%
|
|
85
|
|
|
6.9
|
%
|
||
Less: Earnings attributable to noncontrolling interests
|
1
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
||
Earnings from continuing operations*
|
87
|
|
|
7.1
|
%
|
|
85
|
|
|
6.9
|
%
|
||
Earnings (loss) from discontinued operations, net of tax
|
(13
|
)
|
|
(1.1
|
)%
|
|
42
|
|
|
3.4
|
%
|
||
Net earnings*
|
$
|
74
|
|
|
6.1
|
%
|
|
$
|
127
|
|
|
10.3
|
%
|
Earnings (loss) per diluted common share*:
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.40
|
|
|
|
|
$
|
0.33
|
|
|
|
||
Discontinued operations
|
(0.06
|
)
|
|
|
|
0.16
|
|
|
|
||||
Earnings per diluted common share*
|
$
|
0.34
|
|
|
|
|
$
|
0.49
|
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
April 4,
2015 |
|
March 29,
2014 |
|
% Change
|
|||||
Segment net sales
|
$
|
758
|
|
|
$
|
752
|
|
|
1
|
%
|
Operating earnings
|
64
|
|
|
39
|
|
|
64
|
%
|
|
Three Months Ended
|
|
|
|||||||
|
April 4,
2015 |
|
March 29,
2014 |
|
% Change
|
|||||
Segment net sales
|
$
|
465
|
|
|
$
|
476
|
|
|
(2
|
)%
|
Operating earnings
|
55
|
|
|
68
|
|
|
(19
|
)%
|
|
Three Months Ended
|
||||||
|
April 4, 2015
|
|
March 29, 2014
|
||||
Accounts receivable sales proceeds
|
$
|
6
|
|
|
$
|
7
|
|
Long-term receivables sales proceeds
|
65
|
|
|
1
|
|
||
Total proceeds from sales of accounts receivable
|
$
|
71
|
|
|
$
|
8
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
April 4,
2015 |
|
December 31,
2014 |
||||
British Pound
|
$
|
166
|
|
|
$
|
34
|
|
Euro
|
154
|
|
|
214
|
|
||
Chinese Renminbi
|
(146
|
)
|
|
(161
|
)
|
||
Norwegian Krone
|
(86
|
)
|
|
(90
|
)
|
||
Brazilian Real
|
(38
|
)
|
|
(28
|
)
|
Period
|
(a) Total Number
of Shares
Purchased
|
|
(b) Average Price
Paid per
Share
(1)
|
|
(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)
|
||||||
1/1/15 to 1/31/15
|
3,186,901
|
|
|
$
|
65.18
|
|
|
3,186,901
|
|
|
$
|
4,002,345,250
|
|
2/1/15 to 2/28/15
|
2,994,201
|
|
|
$
|
66.58
|
|
|
2,994,201
|
|
|
$
|
3,802,998,039
|
|
3/1/15 to 4/4/15
|
3,687,000
|
|
|
$
|
66.56
|
|
|
3,687,000
|
|
|
$
|
3,557,580,981
|
|
Total
|
9,868,102
|
|
|
$
|
66.12
|
|
|
9,868,102
|
|
|
|
(1)
|
Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.
|
(2)
|
Through actions taken on July 28, 2011, January 30, 2012, July 25, 2012, July 22, 2013, and November 3, 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. As of
April 4, 2015
, the Company had used approximately
$8.4 billion
, including transaction costs, to repurchase shares.
|
Exhibit No.
|
|
Exhibit
|
10.1
|
|
Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers on or after March 9, 2015 (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
10.2
|
|
Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers on or after March 9, 2015 (incorporated by reference to Exhibit 10.2 to Motorola Solutions' Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
10.3
|
|
Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Gregory Q. Brown on or after March 9, 2015 (incorporated by reference to Exhibit 10.3 to Motorola Solutions' Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
10.4
|
|
Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Gregory Q. Brown on or after March 9, 2015 (incorporated by reference to Exhibit 10.4 to Motorola Solutions' Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
*10.5
|
|
Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 11, 2015.
|
*10.6
|
|
2015-2017 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 11, 2015.
|
*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
|
|
MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo, as well as iDEN are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.
|
|
All other product or service names are the property of their respective owners.
©
2015 Motorola Solutions, Inc. All rights reserved.
|
|
MOTOROLA SOLUTIONS, INC.
|
||
|
|
|
|
|
By:
|
|
/
S
/ J
OHN
K. W
OZNIAK
|
|
|
|
John K. Wozniak
Corporate Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
Exhibit No.
|
|
Exhibit
|
10.1
|
|
Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers on or after March 9, 2015 (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
10.2
|
|
Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers on or after March 9, 2015 (incorporated by reference to Exhibit 10.2 to Motorola Solutions' Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
10.3
|
|
Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Gregory Q. Brown on or after March 9, 2015 (incorporated by reference to Exhibit 10.3 to Motorola Solutions' Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
10.4
|
|
Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Gregory Q. Brown on or after March 9, 2015 (incorporated by reference to Exhibit 10.4 to Motorola Solutions' Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
*10.5
|
|
Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 11, 2015.
|
*10.6
|
|
2015-2017 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 11, 2015.
|
*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
|
•
|
All earned awards will be paid in cash or Company stock, as determined by the Compensation Committee in its discretion. To the extent awards are paid in Company stock, the number of shares of stock earned by a participant shall be determined by dividing the amount of the award earned during the performance cycle by the Certification Date Value. The shares will be issued under, and subject to the limitations of, the Omnibus Plan or such other shareholder-approved Company equity-based incentive plan as designated by the Compensation Committee.
|
•
|
The Compensation Committee may reduce the amount of the payment to be made pursuant to this Plan to any participant who is or may be a Covered Employee at any time prior to payment as a result of the participant’s performance during the performance cycle. The Chief Executive Officer may adjust the amount of the payment to be made pursuant to this Plan to any participant at any time prior to payment as a result of the participant’s performance during the performance cycle; provided, however, that no upward adjustment may be made for any participant who is a Covered Employee and any such adjustment may not result in a payment to the participant in excess of the participant’s maximum award under the Plan. Any adjustment to a payment to a member of the Executive Committee, a Covered Employee or a Covered Person will be subject to the approval of the Compensation Committee.
|
•
|
If management or the Compensation Committee determines, in their sole discretion, prior to the payment of an award, that a participant has engaged in Serious Misconduct or has violated any agreement or restrictive covenants between the participant and the Company related to protection of the Company’s trade secrets and/or confidential and proprietary information, the participant will forfeit any unpaid award, in addition to being subject to other remedies that may be available to the Company.
|
•
|
The Company shall have the right to satisfy all federal, state and/or local withholding tax requirements with respect to the award earned by reducing either: (1) the cash paid (in the event of a cash payment) by the amount of withholding required or (2) the number of earned shares (in the event of a stock payment) by the number of shares determined by dividing the amount of withholding required by the Certification Date Value.
|
•
|
Payments will be made as soon as administratively practicable during the calendar year immediately following the last calendar year in the performance cycle (unless a participant makes an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Internal Revenue Code of 1986, as amended, to defer payment of a portion of the participant’s award, in which case such payment, if any, shall be made in accordance with such election). A participant has no right to any award until that award is paid.
|
•
|
Generally, a participant will be eligible for payment of an earned award only if employment continues through the last day of the performance cycle.
|
•
|
Because employee retention is an important objective of this Plan and awards do not bear a precise relationship to time worked within the calendar year or length of service with the Company, participants who separate from employment prior to the end of the performance cycle (except as expressly provided in this Plan) shall not receive any award attributable to that performance cycle.
|
•
|
In the event a participant dies or incurs a Total and Permanent Disability the participant shall receive the target award attributable to a performance cycle, which shall be paid at the time of the termination event.
|
•
|
Pro rata
awards may be possible, depending upon the type of employment termination or change in status. In the event a participant: (i) remains on payroll as an active employee at the end of a performance cycle, but is not actively
|
•
|
The table below summarizes the treatment of awards in the event a participant separates employment before the end of a performance cycle:
|
If employment terminates due to…
|
The earned award will be…
|
Death
|
Accelerated
|
Total and Permanent Disability
|
Accelerated
|
Retirement (in all countries other than member states or acceding countries of the European Union)
|
Pro rated
|
Involuntary Termination of Employment for a Reason Other than Cause in the final year of the performance cycle
|
Pro rated
|
Divestiture in the final year of the performance cycle
|
Pro rated
|
Termination of Employment For Any Other Reason than Described Above (including but not limited to voluntary resignation)
|
Forfeited
|
•
|
In the event a participant (other than a Covered Employee) is reclassified from a higher Officer level to a lower Officer level or vice versa (
e.g.
, from Executive Vice President to either Senior Vice President or Corporate Vice President or from Corporate Vice President to Senior or Executive Vice President), the participant’s target award will be recalculated to reflect: (a) the lower target award level for the actual number of months completed within the performance cycle while employed in the lower Officer level and (b) the higher target award for the actual number of remaining months within the performance cycle while employed in the higher Officer level.
|
•
|
The selection of any Officer for participation in the Plan will not give that participant any right to be retained in the employ of the Company.
|
•
|
The Compensation Committee’s decision to make an award in no way implies that similar awards may be granted in the future.
|
•
|
Anyone claiming a benefit under the Plan will not have any right to or interest in any awards unless and until all terms, conditions, and provisions of the Plan that affect that person have been fulfilled as specified herein.
|
•
|
No Officer will at any time have a right to be selected for participation in a future performance period for any fiscal year, despite having been selected for participation in a previous performance period.
|
•
|
Award opportunities may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
|
•
|
To the extent permitted by law, amounts paid under the Plan will not be considered to be compensation for purposes of any other compensation or benefit plan or program maintained by the Company.
|
•
|
All obligations of the Company under the Plan with respect to payout of awards, and the corresponding rights granted thereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other acquisition of all or substantially all of the business and/or assets of the Company.
|
•
|
All awards to Covered Persons are subject to the terms and conditions of the Recoupment Policy, as it may be amended from time to time, including as it may be
|
•
|
In the event that any provision of the Plan will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.
|
•
|
No participant or beneficiary will have any interest whatsoever in any specific asset of the Company. To the extent that any person acquires a right to receive payments under the Plan, such right will be no greater than the right of any unsecured general creditor of the Company.
|
•
|
This Plan constitutes a legal document which governs all matters involved with its interpretation and administration and supersedes any writing or representation inconsistent with its terms.
|
(i)
|
at or after age 55 with 10 years of service;
|
(ii)
|
at or after age 60 with 5 years of service;
|
(ii)
|
at or after age 65, without regard to years of service; or
|
(iii)
|
with any other combination of age and service, at the discretion of the Compensation Committee.
|
Design Feature
|
2015-2017 LRIP
|
Performance Cycle
|
Three years from 2015-2017
|
Eligible Population
|
CVPs and above
|
Performance Criteria
|
Relative Total Shareholder Return (TSR)
TSR Defined as:
Ending stock price
(Daily average during the final three months of the Performance Cycle)
+
Value of reinvested dividends
=
Total ending value
–
Beginning stock price
(Daily average during the three months preceding the Performance Cycle)
=
Total value created
÷
Beginning share price
(Daily average during the three months preceding the Performance Cycle)
= Total shareholder return
|
Negative TSR Component
|
If the resulting TSR performance for Motorola Solutions is negative, the Committee will have negative discretion to reduce the final payout up to a 25% reduction of the calculated payout.
|
Comparator Group
|
S&P 500 defined as companies in the S&P 500 at the beginning of the performance period; must be publicly traded on or after July 1, 2016 to be included in the TSR percentile calculation at the end of the performance cycle.
|
Payout Scale
|
|
1.
|
I have reviewed the quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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 quarterly report on Form 10-Q for the period ended
April 4, 2015
(the “Quarterly 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 Quarterly 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 quarterly report on Form 10-Q for the period ended
April 4, 2015
(the “Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
|
|
/s/ GINO A. BONANOTTE
|
|
Gino A. Bonanotte
|
|
Executive Vice President and Chief Financial Officer
|
|
Motorola Solutions, Inc.
|