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
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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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Emerging growth 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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Inventory and Raw Materials
|
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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 30% of the net sales of the Services segment in 2017.
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Managed & Support services
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Managed & Support services includes a continuum of service offerings beginning with repair, technical support, and hardware maintenance. More advanced offerings include network monitoring, software maintenance, and cyber security services. Managed service offerings range from partial or full operation of customer owned networks to operation of Motorola Solutions owned networks. Services and Software as a Service (SaaS) are provided across all radio network technologies, Command Center Software Offerings, and Smart Public Safety Solutions. Managed & Support services represented 69% of the net sales of the Services segment in 2017.
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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 consist primarily of hardware and software maintenance services for our legacy iDEN customers and represented 1% of the net sales of the Services segment in 2017.
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December 31
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||||||
(In millions)
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2017
|
|
2016
|
||||
Products
|
$
|
1,895
|
|
|
$
|
1,513
|
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Services
|
7,717
|
|
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6,858
|
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||
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$
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9,612
|
|
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$
|
8,371
|
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•
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Motorola Solutions, Inc. Restated Certificate of Incorporation with Amendments
|
•
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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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Director Independence Guidelines
|
•
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Principles of Conduct for Members of the Motorola Solutions, Inc. Board of Directors
|
•
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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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Audit Committee Charter
|
•
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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
|
(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)
|
||||||
09/28/17 to 10/25/17
|
—
|
|
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N/A
|
|
|
—
|
|
|
$
|
1,833,468,345
|
|
|
10/26/17 to 11/22/17
|
749,423
|
|
|
$
|
91.59
|
|
|
749,423
|
|
|
$
|
1,770,826,834
|
|
11/23/17 to 12/27/17
|
610,029
|
|
|
$
|
92.39
|
|
|
610,029
|
|
|
$
|
1,708,468,411
|
|
Total
|
1,359,452
|
|
|
$
|
91.95
|
|
|
1,359,452
|
|
|
|
|
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(1)
|
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 a series of actions, the Board of Directors has authorized the Company to repurchase an aggregate amount of up to $14.0 billion of its outstanding shares of common stock (the “share repurchase program”). The share repurchase program does not have an expiration date. As of December 31, 2017, the Company had used approximately $12.3 billion, including transaction costs, to repurchase shares.
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|
Years Ended December 31
|
||||||||||||||||||
(In millions, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
6,380
|
|
|
$
|
6,038
|
|
|
$
|
5,695
|
|
|
$
|
5,881
|
|
|
$
|
6,227
|
|
Operating earnings (loss)
|
1,282
|
|
|
1,067
|
|
|
994
|
|
|
(1,006
|
)
|
|
947
|
|
|||||
Earnings (loss) from continuing operations, net of tax*
|
(155
|
)
|
|
560
|
|
|
640
|
|
|
(697
|
)
|
|
933
|
|
|||||
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) from continuing operations per common share*
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
|
$
|
3.17
|
|
|
$
|
(2.84
|
)
|
|
$
|
3.45
|
|
Earnings (loss) per diluted common share*
|
(0.95
|
)
|
|
3.24
|
|
|
3.02
|
|
|
5.29
|
|
|
4.06
|
|
|||||
Diluted weighted average common shares outstanding (in millions)
|
162.9
|
|
|
173.1
|
|
|
201.8
|
|
|
245.6
|
|
|
270.5
|
|
|||||
Dividends declared per share
|
$
|
1.93
|
|
|
$
|
1.70
|
|
|
$
|
1.43
|
|
|
$
|
1.30
|
|
|
$
|
1.14
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
8,208
|
|
|
$
|
8,463
|
|
|
$
|
8,346
|
|
|
$
|
10,423
|
|
|
$
|
11,851
|
|
Total debt
|
4,471
|
|
|
4,396
|
|
|
4,349
|
|
|
3,400
|
|
|
2,461
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
227
|
|
|
$
|
271
|
|
|
$
|
175
|
|
|
$
|
181
|
|
|
$
|
169
|
|
% of sales
|
3.6
|
%
|
|
4.5
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
2.7
|
%
|
|||||
Research and development expenditures
|
$
|
568
|
|
|
$
|
553
|
|
|
$
|
620
|
|
|
$
|
681
|
|
|
$
|
761
|
|
% of sales
|
8.9
|
%
|
|
9.2
|
%
|
|
10.9
|
%
|
|
11.6
|
%
|
|
12.2
|
%
|
•
|
Ended
2017
with a record backlog position of
$9.6 billion
, up
15%
compared to
2016
|
•
|
Net sales were
$6.4 billion
in
2017
compared to
$6.0 billion
in
2016
and grew in every region
|
•
|
Operating earnings were
$1.3 billion
in
2017
, compared to
$1.1 billion
in
2016
|
•
|
Recorded an $874 million tax expense due to U.S. tax reform
|
•
|
Loss from continuing operations was
$155 million
, or
$0.95
per diluted common share in
2017
, compared to earnings of
$560 million
, or
$3.24
per diluted common share in
2016
|
•
|
Operating cash flow increased
$181 million
to
$1.3 billion
in
2017
|
•
|
Returned
$790 million
of capital in the form of
$483 million
in share repurchases and
$307 million
in dividends in
2017
and invested
$298 million
in acquisitions
|
•
|
Increased our quarterly dividend by 11% to
$0.52
per share in November
2017
|
•
|
In the Products segment, net sales were
$3.8 billion
in
2017
, an
increase
of
$123 million
, or
3%
, compared to
$3.6 billion
in
2016
. On a geographic basis, net sales increased in every region, compared to
2016
. Operating earnings were
$914 million
in
2017
, compared to
$734 million
in
2016
. Operating margin increased in
2017
to
24.2%
from
20.1%
in
2016
.
|
•
|
In the Services segment, net sales were
$2.6 billion
in
2017
, an
increase
of
$219 million
, or
9%
, compared to
$2.4 billion
in
2016
. On a geographic basis, net sales increased in every region, compared to
2016
. Managed & Support services grew
12%
primarily driven by the acquisitions of Airwave, Spillman Technologies, Interexport and Kodiak Networks. Operating earnings were
$368 million
in
2017
, compared to
$333 million
in
2016
. Operating margin increased in
2017
to
14.1%
from
13.9%
in
2016
.
|
|
Years ended December 31
|
|||||||||||||||||||
(Dollars in millions, except per share amounts)
|
2017
|
|
% of
Sales ** |
|
2016
|
|
% of
Sales ** |
|
2015
|
|
% of
Sales ** |
|||||||||
Net sales from products
|
$
|
3,772
|
|
|
|
|
$
|
3,649
|
|
|
|
|
$
|
3,676
|
|
|
|
|||
Net sales from services
|
2,608
|
|
|
|
|
2,389
|
|
|
|
|
2,019
|
|
|
|
||||||
Net sales
|
6,380
|
|
|
|
|
6,038
|
|
|
|
|
5,695
|
|
|
|
||||||
Costs of product sales
|
1,686
|
|
|
44.7
|
%
|
|
1,649
|
|
|
45.2
|
%
|
|
1,625
|
|
|
44.2
|
%
|
|||
Costs of services sales
|
1,670
|
|
|
64.0
|
%
|
|
1,520
|
|
|
63.6
|
%
|
|
1,351
|
|
|
66.9
|
%
|
|||
Costs of sales
|
3,356
|
|
|
52.6
|
%
|
|
3,169
|
|
|
52.5
|
%
|
|
2,976
|
|
|
52.3
|
%
|
|||
Gross margin
|
3,024
|
|
|
47.4
|
%
|
|
2,869
|
|
|
47.5
|
%
|
|
2,719
|
|
|
47.7
|
%
|
|||
Selling, general and administrative expenses
|
979
|
|
|
15.3
|
%
|
|
1,000
|
|
|
16.6
|
%
|
|
1,021
|
|
|
17.9
|
%
|
|||
Research and development expenditures
|
568
|
|
|
8.9
|
%
|
|
553
|
|
|
9.2
|
%
|
|
620
|
|
|
10.9
|
%
|
|||
Other charges
|
195
|
|
|
3.1
|
%
|
|
249
|
|
|
4.1
|
%
|
|
84
|
|
|
1.5
|
%
|
|||
Operating earnings
|
1,282
|
|
|
20.1
|
%
|
|
1,067
|
|
|
17.7
|
%
|
|
994
|
|
|
17.5
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net
|
(201
|
)
|
|
(3.2
|
)%
|
|
(205
|
)
|
|
(3.4
|
)%
|
|
(173
|
)
|
|
(3.0
|
)%
|
|||
Gains (losses) on sales of investments and businesses, net
|
3
|
|
|
—
|
%
|
|
(6
|
)
|
|
(0.1
|
)%
|
|
107
|
|
|
1.9
|
%
|
|||
Other
|
(8
|
)
|
|
(0.1
|
)%
|
|
(12
|
)
|
|
(0.2
|
)%
|
|
(11
|
)
|
|
(0.2
|
)%
|
|||
Total other expense
|
(206
|
)
|
|
(3.2
|
)%
|
|
(223
|
)
|
|
(3.7
|
)%
|
|
(77
|
)
|
|
(1.4
|
)%
|
|||
Earnings from continuing operations before income taxes
|
1,076
|
|
|
16.9
|
%
|
|
844
|
|
|
14.0
|
%
|
|
917
|
|
|
16.1
|
%
|
|||
Income tax expense
|
1,227
|
|
|
19.2
|
%
|
|
282
|
|
|
4.7
|
%
|
|
274
|
|
|
4.8
|
%
|
|||
Earnings (loss) from continuing operations
|
(151
|
)
|
|
(2.4
|
)%
|
|
562
|
|
|
9.3
|
%
|
|
643
|
|
|
11.3
|
%
|
|||
Less: Earnings attributable to noncontrolling interests
|
4
|
|
|
0.1
|
%
|
|
2
|
|
|
—
|
%
|
|
3
|
|
|
0.1
|
%
|
|||
Earnings (loss) from continuing operations*
|
(155
|
)
|
|
(2.4
|
)%
|
|
560
|
|
|
9.3
|
%
|
|
640
|
|
|
11.2
|
%
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(30
|
)
|
|
(0.5
|
)%
|
|||
Net earnings (loss)*
|
$
|
(155
|
)
|
|
(2.4
|
)%
|
|
$
|
560
|
|
|
9.3
|
%
|
|
$
|
610
|
|
|
10.7
|
%
|
Earnings (loss) per diluted common share*:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
$
|
(0.95
|
)
|
|
|
|
$
|
3.24
|
|
|
|
|
$
|
3.17
|
|
|
|
|||
Discontinued operations
|
—
|
|
|
|
|
—
|
|
|
|
|
(0.15
|
)
|
|
|
||||||
Earnings per diluted common share*
|
$
|
(0.95
|
)
|
|
|
|
$
|
3.24
|
|
|
|
|
$
|
3.02
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Americas
|
68
|
%
|
|
68
|
%
|
|
71
|
%
|
EMEA
|
21
|
%
|
|
21
|
%
|
|
17
|
%
|
AP
|
11
|
%
|
|
11
|
%
|
|
12
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Years ended December 31
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
|
2017—2016
|
|
2016—2015
|
||||||||
Segment net sales
|
$
|
3,772
|
|
|
$
|
3,649
|
|
|
$
|
3,676
|
|
|
3
|
%
|
|
(1
|
)%
|
Operating earnings (loss)
|
914
|
|
|
734
|
|
|
704
|
|
|
25
|
%
|
|
4
|
%
|
|
Years ended December 31
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
|
2017—2016
|
|
2016—2015
|
||||||||
Segment net sales
|
$
|
2,608
|
|
|
$
|
2,389
|
|
|
$
|
2,019
|
|
|
9
|
%
|
|
18
|
%
|
Operating earnings (loss)
|
368
|
|
|
333
|
|
|
290
|
|
|
11
|
%
|
|
15
|
%
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Products
|
$
|
31
|
|
|
$
|
106
|
|
|
$
|
84
|
|
Services
|
11
|
|
|
34
|
|
|
33
|
|
|||
|
$
|
42
|
|
|
$
|
140
|
|
|
$
|
117
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||||||
(in millions)
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Uncertain
Timeframe |
|
Thereafter
|
||||||||||||||||
Long-term debt obligations
|
$
|
4,528
|
|
|
$
|
52
|
|
|
$
|
6
|
|
|
$
|
1,007
|
|
|
$
|
417
|
|
|
$
|
770
|
|
|
$
|
—
|
|
|
$
|
2,276
|
|
Lease obligations
|
661
|
|
|
121
|
|
|
107
|
|
|
82
|
|
|
64
|
|
|
53
|
|
|
—
|
|
|
234
|
|
||||||||
Purchase obligations*
|
237
|
|
|
173
|
|
|
41
|
|
|
15
|
|
|
7
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||||
Tax obligations
|
76
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
||||||||
Total contractual obligations
|
$
|
5,502
|
|
|
$
|
360
|
|
|
$
|
154
|
|
|
$
|
1,104
|
|
|
$
|
488
|
|
|
$
|
824
|
|
|
$
|
62
|
|
|
$
|
2,510
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Accounts receivable sales proceeds
|
$
|
193
|
|
|
$
|
51
|
|
|
$
|
29
|
|
Long-term receivables sales proceeds
|
284
|
|
|
289
|
|
|
196
|
|
|||
Total proceeds from receivable sales
|
$
|
477
|
|
|
$
|
340
|
|
|
$
|
225
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
2017
|
|
2016
|
||||
Euro
|
$
|
149
|
|
|
$
|
122
|
|
British Pound
|
72
|
|
|
246
|
|
||
Chinese Renminbi
|
(73
|
)
|
|
(108
|
)
|
||
Australian Dollar
|
(64
|
)
|
|
(51
|
)
|
||
Brazilian Real
|
(45
|
)
|
|
(56
|
)
|
|
Years ended December 31
|
||||||||||
(In millions, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales from products
|
$
|
3,772
|
|
|
$
|
3,649
|
|
|
$
|
3,676
|
|
Net sales from services
|
2,608
|
|
|
2,389
|
|
|
2,019
|
|
|||
Net sales
|
6,380
|
|
|
6,038
|
|
|
5,695
|
|
|||
Costs of products sales
|
1,686
|
|
|
1,649
|
|
|
1,625
|
|
|||
Costs of services sales
|
1,670
|
|
|
1,520
|
|
|
1,351
|
|
|||
Costs of sales
|
3,356
|
|
|
3,169
|
|
|
2,976
|
|
|||
Gross margin
|
3,024
|
|
|
2,869
|
|
|
2,719
|
|
|||
Selling, general and administrative expenses
|
979
|
|
|
1,000
|
|
|
1,021
|
|
|||
Research and development expenditures
|
568
|
|
|
553
|
|
|
620
|
|
|||
Other charges
|
195
|
|
|
249
|
|
|
84
|
|
|||
Operating earnings
|
1,282
|
|
|
1,067
|
|
|
994
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense, net
|
(201
|
)
|
|
(205
|
)
|
|
(173
|
)
|
|||
Gains (losses) on sales of investments and businesses, net
|
3
|
|
|
(6
|
)
|
|
107
|
|
|||
Other
|
(8
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|||
Total other expense
|
(206
|
)
|
|
(223
|
)
|
|
(77
|
)
|
|||
Earnings from continuing operations before income taxes
|
1,076
|
|
|
844
|
|
|
917
|
|
|||
Income tax expense
|
1,227
|
|
|
282
|
|
|
274
|
|
|||
Earnings (loss) from continuing operations
|
(151
|
)
|
|
562
|
|
|
643
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||
Net earnings (loss)
|
(151
|
)
|
|
562
|
|
|
613
|
|
|||
Less: Earnings attributable to noncontrolling interests
|
4
|
|
|
2
|
|
|
3
|
|
|||
Net earnings (loss) attributable to Motorola Solutions, Inc.
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
610
|
|
Amounts attributable to Motorola Solutions, Inc. common stockholders:
|
|
|
|
|
|
||||||
Earnings (loss) from continuing operations, net of tax
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
640
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||
Net earnings (loss) attributable to Motorola Solutions, Inc.
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
610
|
|
Earnings (loss) per common share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.95
|
)
|
|
$
|
3.30
|
|
|
$
|
3.21
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.15
|
)
|
|||
|
$
|
(0.95
|
)
|
|
$
|
3.30
|
|
|
$
|
3.06
|
|
Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
|
$
|
3.17
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.15
|
)
|
|||
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
|
$
|
3.02
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
162.9
|
|
|
169.6
|
|
|
199.6
|
|
|||
Diluted
|
162.9
|
|
|
173.1
|
|
|
201.8
|
|
|||
Dividends declared per share
|
$
|
1.93
|
|
|
$
|
1.70
|
|
|
$
|
1.43
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Net earnings (loss)
|
$
|
(151
|
)
|
|
$
|
562
|
|
|
$
|
613
|
|
Other comprehensive income (loss), net of tax (Note 3):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
141
|
|
|
(228
|
)
|
|
(62
|
)
|
|||
Marketable securities
|
6
|
|
|
3
|
|
|
(47
|
)
|
|||
Defined benefit plans
|
(392
|
)
|
|
(226
|
)
|
|
98
|
|
|||
Total other comprehensive loss, net of tax
|
(245
|
)
|
|
(451
|
)
|
|
(11
|
)
|
|||
Comprehensive income (loss)
|
(396
|
)
|
|
111
|
|
|
602
|
|
|||
Less: Earnings attributable to noncontrolling interest
|
4
|
|
|
2
|
|
|
3
|
|
|||
Comprehensive income (loss) attributable to Motorola Solutions, Inc. common shareholders
|
$
|
(400
|
)
|
|
$
|
109
|
|
|
$
|
599
|
|
|
December 31
|
||||||
(In millions, except par value)
|
2017
|
|
2016
|
||||
ASSETS
|
|||||||
Cash and cash equivalents
|
$
|
1,205
|
|
|
$
|
967
|
|
Restricted cash
|
63
|
|
|
63
|
|
||
Total cash and cash equivalents
|
1,268
|
|
|
1,030
|
|
||
Accounts receivable, net
|
1,523
|
|
|
1,410
|
|
||
Inventories, net
|
327
|
|
|
273
|
|
||
Other current assets
|
832
|
|
|
755
|
|
||
Total current assets
|
3,950
|
|
|
3,468
|
|
||
Property, plant and equipment, net
|
856
|
|
|
789
|
|
||
Investments
|
247
|
|
|
238
|
|
||
Deferred income taxes
|
1,023
|
|
|
2,219
|
|
||
Goodwill
|
938
|
|
|
728
|
|
||
Intangible assets, net
|
861
|
|
|
821
|
|
||
Other assets
|
333
|
|
|
200
|
|
||
Total assets
|
$
|
8,208
|
|
|
$
|
8,463
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current portion of long-term debt
|
$
|
52
|
|
|
$
|
4
|
|
Accounts payable
|
593
|
|
|
553
|
|
||
Accrued liabilities
|
2,286
|
|
|
2,111
|
|
||
Total current liabilities
|
2,931
|
|
|
2,668
|
|
||
Long-term debt
|
4,419
|
|
|
4,392
|
|
||
Other liabilities
|
2,585
|
|
|
2,355
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $100 par value
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value:
|
2
|
|
|
2
|
|
||
Authorized shares: 600.0
|
|
|
|
||||
Issued shares: 12/31/17—161.6; 12/31/16—165.5
|
|
|
|
||||
Outstanding shares: 12/31/17—161.2; 12/31/16—164.7
|
|
|
|
||||
Additional paid-in capital
|
351
|
|
|
203
|
|
||
Retained earnings
|
467
|
|
|
1,148
|
|
||
Accumulated other comprehensive loss
|
(2,562
|
)
|
|
(2,317
|
)
|
||
Total Motorola Solutions, Inc. stockholders’ equity (deficit)
|
(1,742
|
)
|
|
(964
|
)
|
||
Noncontrolling interests
|
15
|
|
|
12
|
|
||
Total stockholders’ equity (deficit)
|
(1,727
|
)
|
|
(952
|
)
|
||
Total liabilities and stockholders’ equity
|
$
|
8,208
|
|
|
$
|
8,463
|
|
(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, 2015
|
220.5
|
|
|
$
|
1,180
|
|
|
$
|
(1,855
|
)
|
|
$
|
3,410
|
|
|
$
|
31
|
|
Net earnings
|
|
|
|
|
|
|
|
610
|
|
|
3
|
|
||||||
Other comprehensive loss
|
|
|
|
|
(11
|
)
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
2.0
|
|
|
80
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(48.0
|
)
|
|
(1,147
|
)
|
|
|
|
(2,030
|
)
|
|
|
||||||
Tax shortfalls from share-based compensation
|
|
|
(155
|
)
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
|
|
|
78
|
|
|
|
|
|
|
|
||||||||
Sale of controlling interest in subsidiary common stock
|
|
|
|
|
|
|
|
|
(24
|
)
|
||||||||
Equity component of Senior Convertible Notes
|
|
|
8
|
|
|
|
|
|
|
|
||||||||
Dividends declared
|
|
|
|
|
|
|
(274
|
)
|
|
|
|
|||||||
Balance as of December 31, 2015
|
174.5
|
|
|
$
|
44
|
|
|
$
|
(1,866
|
)
|
|
$
|
1,716
|
|
|
$
|
10
|
|
Net earnings
|
|
|
|
|
|
|
|
560
|
|
|
2
|
|
||||||
Other comprehensive loss
|
|
|
|
|
(451
|
)
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
3.0
|
|
|
93
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(12.0
|
)
|
|
|
|
|
|
|
(842
|
)
|
|
|
||||||
Share-based compensation expense
|
|
|
68
|
|
|
|
|
|
|
|
||||||||
Dividends declared
|
|
|
|
|
|
|
(286
|
)
|
|
|
|
|||||||
Balance as of December 31, 2016
|
165.5
|
|
|
$
|
205
|
|
|
$
|
(2,317
|
)
|
|
$
|
1,148
|
|
|
$
|
12
|
|
Net earnings (loss)
|
|
|
|
|
|
|
(155
|
)
|
|
4
|
|
|||||||
Other comprehensive income
|
|
|
|
|
25
|
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
1.8
|
|
|
82
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(5.7
|
)
|
|
|
|
|
|
(483
|
)
|
|
|
|||||||
Reclassification of stranded tax effects
|
|
|
|
|
|
|
(270
|
)
|
|
270
|
|
|
|
|||||
Share-based compensation expense
|
|
|
66
|
|
|
|
|
|
|
|
||||||||
Dividends paid to noncontrolling interest on subsidiary common stock
|
|
|
|
|
|
|
|
|
(1
|
)
|
||||||||
Dividends declared
|
|
|
|
|
|
|
|
|
(313
|
)
|
|
|
||||||
Balance as of December 31, 2017
|
161.6
|
|
|
$
|
353
|
|
|
$
|
(2,562
|
)
|
|
$
|
467
|
|
|
$
|
15
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Operating
|
|
|
|
|
|
||||||
Net earnings (loss) attributable to Motorola Solutions, Inc.
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
610
|
|
Earnings attributable to noncontrolling interests
|
4
|
|
|
2
|
|
|
3
|
|
|||
Net earnings (loss)
|
(151
|
)
|
|
562
|
|
|
613
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||
Earnings (loss) from continuing operations, net of tax
|
(151
|
)
|
|
562
|
|
|
643
|
|
|||
Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
343
|
|
|
295
|
|
|
150
|
|
|||
Non-cash other charges
|
32
|
|
|
54
|
|
|
52
|
|
|||
Non-U.S. pension curtailment gain
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||
Non-U.S. pension settlement loss
|
48
|
|
|
26
|
|
|
—
|
|
|||
Share-based compensation expense
|
66
|
|
|
68
|
|
|
78
|
|
|||
Loss (gains) on sales of investments and businesses, net
|
(3
|
)
|
|
6
|
|
|
(107
|
)
|
|||
Loss from the extinguishment of long-term debt
|
—
|
|
|
2
|
|
|
—
|
|
|||
Deferred income taxes
|
1,100
|
|
|
213
|
|
|
160
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions, dispositions, and foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Accounts receivable
|
(60
|
)
|
|
(6
|
)
|
|
21
|
|
|||
Inventories
|
(46
|
)
|
|
6
|
|
|
16
|
|
|||
Other current assets
|
(99
|
)
|
|
(185
|
)
|
|
92
|
|
|||
Accounts payable and accrued liabilities
|
160
|
|
|
241
|
|
|
26
|
|
|||
Other assets and liabilities
|
(44
|
)
|
|
(117
|
)
|
|
(78
|
)
|
|||
Net cash provided by operating activities from continuing operations
|
1,346
|
|
|
1,165
|
|
|
1,021
|
|
|||
Investing
|
|
|
|
|
|
||||||
Acquisitions and investments, net
|
(404
|
)
|
|
(1,474
|
)
|
|
(586
|
)
|
|||
Proceeds from sales of investments and businesses, net
|
183
|
|
|
670
|
|
|
230
|
|
|||
Capital expenditures
|
(227
|
)
|
|
(271
|
)
|
|
(175
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
—
|
|
|
73
|
|
|
3
|
|
|||
Net cash used for investing activities from continuing operations
|
(448
|
)
|
|
(1,002
|
)
|
|
(528
|
)
|
|||
Financing
|
|
|
|
|
|
||||||
Repayment of debt
|
(21
|
)
|
|
(686
|
)
|
|
(4
|
)
|
|||
Net proceeds from issuance of debt
|
10
|
|
|
673
|
|
|
971
|
|
|||
Issuance of common stock
|
82
|
|
|
93
|
|
|
84
|
|
|||
Purchase of common stock
|
(483
|
)
|
|
(842
|
)
|
|
(3,177
|
)
|
|||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
5
|
|
|||
Payment of dividends
|
(307
|
)
|
|
(280
|
)
|
|
(277
|
)
|
|||
Payment of dividends to non-controlling interest
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred acquisition costs
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used for financing activities from continuing operations
|
(722
|
)
|
|
(1,042
|
)
|
|
(2,398
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents from continuing operations
|
62
|
|
|
(71
|
)
|
|
(69
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
238
|
|
|
(950
|
)
|
|
(1,974
|
)
|
|||
Cash and cash equivalents, beginning of period
|
1,030
|
|
|
1,980
|
|
|
3,954
|
|
|||
Cash and cash equivalents, end of period
|
$
|
1,268
|
|
|
$
|
1,030
|
|
|
$
|
1,980
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest, net
|
$
|
176
|
|
|
$
|
191
|
|
|
$
|
163
|
|
Income and withholding taxes, net of refunds
|
122
|
|
|
66
|
|
|
105
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Other charges (income):
|
|
|
|
|
|
||||||
Intangibles amortization (Note 14)
|
$
|
151
|
|
|
$
|
113
|
|
|
$
|
8
|
|
Reorganization of businesses (Note 13)
|
33
|
|
|
77
|
|
|
71
|
|
|||
Gain on legal settlement
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Asset impairments
|
9
|
|
|
20
|
|
|
37
|
|
|||
Non-U.S. pension curtailment gain (Note 7)
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||
Non-U.S. pension plan settlement loss (Note 7)
|
48
|
|
|
26
|
|
|
—
|
|
|||
Acquisition-related transaction fees
|
1
|
|
|
13
|
|
|
—
|
|
|||
|
$
|
195
|
|
|
$
|
249
|
|
|
$
|
84
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Interest expense, net:
|
|
|
|
|
|
||||||
Interest expense
|
$
|
(215
|
)
|
|
$
|
(225
|
)
|
|
$
|
(186
|
)
|
Interest income
|
14
|
|
|
20
|
|
|
13
|
|
|||
|
$
|
(201
|
)
|
|
$
|
(205
|
)
|
|
$
|
(173
|
)
|
Other:
|
|
|
|
|
|
||||||
Loss from the extinguishment of long-term debt
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
Investment impairments
|
—
|
|
|
(4
|
)
|
|
(6
|
)
|
|||
Foreign currency gain (loss)
|
(31
|
)
|
|
46
|
|
|
(23
|
)
|
|||
Gain (loss) on derivative instruments
|
15
|
|
|
(56
|
)
|
|
7
|
|
|||
Gains on equity method investments
|
1
|
|
|
5
|
|
|
6
|
|
|||
Realized foreign currency loss on acquisition
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
Other
|
7
|
|
|
9
|
|
|
5
|
|
|||
|
$
|
(8
|
)
|
|
$
|
(12
|
)
|
|
$
|
(11
|
)
|
|
Amounts attributable to Motorola Solutions, Inc. common stockholders
|
||||||||||||||||||||||
|
Earnings (loss) from Continuing Operations
|
|
Net Earnings (loss)
|
||||||||||||||||||||
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss)
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
640
|
|
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
610
|
|
Weighted average common shares outstanding
|
162.9
|
|
|
169.6
|
|
|
199.6
|
|
|
162.9
|
|
|
169.6
|
|
|
199.6
|
|
||||||
Per share amount
|
$
|
(0.95
|
)
|
|
$
|
3.30
|
|
|
$
|
3.21
|
|
|
$
|
(0.95
|
)
|
|
$
|
3.30
|
|
|
$
|
3.06
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss)
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
640
|
|
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
610
|
|
Weighted average common shares outstanding
|
162.9
|
|
|
169.6
|
|
|
199.6
|
|
|
162.9
|
|
|
169.6
|
|
|
199.6
|
|
||||||
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Share-based awards
|
—
|
|
|
2.7
|
|
|
2.1
|
|
|
—
|
|
|
2.7
|
|
|
2.1
|
|
||||||
Senior Convertible Notes
|
—
|
|
|
0.8
|
|
|
0.1
|
|
|
—
|
|
|
0.8
|
|
|
0.1
|
|
||||||
Diluted weighted average common shares outstanding
|
162.9
|
|
|
173.1
|
|
|
201.8
|
|
|
162.9
|
|
|
173.1
|
|
|
201.8
|
|
||||||
Per share amount
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
|
$
|
3.17
|
|
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
|
$
|
3.02
|
|
December 31
|
2017
|
|
2016
|
||||
Accounts receivable
|
$
|
1,568
|
|
|
$
|
1,454
|
|
Less allowance for doubtful accounts
|
(45
|
)
|
|
(44
|
)
|
||
|
$
|
1,523
|
|
|
$
|
1,410
|
|
December 31
|
2017
|
|
2016
|
||||
Finished goods
|
$
|
178
|
|
|
$
|
151
|
|
Work-in-process and production materials
|
282
|
|
|
253
|
|
||
|
460
|
|
|
404
|
|
||
Less inventory reserves
|
(133
|
)
|
|
(131
|
)
|
||
|
$
|
327
|
|
|
$
|
273
|
|
December 31
|
2017
|
|
2016
|
||||
Available-for-sale securities
|
$
|
—
|
|
|
$
|
46
|
|
Costs and earnings in excess of billings
|
549
|
|
|
476
|
|
||
Contract-related deferred costs
|
62
|
|
|
19
|
|
||
Tax-related refunds receivable
|
90
|
|
|
90
|
|
||
Other
|
131
|
|
|
124
|
|
||
|
$
|
832
|
|
|
$
|
755
|
|
December 31
|
2017
|
|
2016
|
||||
Land
|
$
|
11
|
|
|
$
|
12
|
|
Building
|
316
|
|
|
306
|
|
||
Machinery and equipment
|
2,122
|
|
|
1,921
|
|
||
|
2,449
|
|
|
2,239
|
|
||
Less accumulated depreciation
|
(1,593
|
)
|
|
(1,450
|
)
|
||
|
$
|
856
|
|
|
$
|
789
|
|
December 31, 2017
|
Cost Basis
|
|
Unrealized
Gains |
|
Investments
|
||||||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Corporate bonds
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Common stock
|
5
|
|
|
8
|
|
|
13
|
|
|||
|
7
|
|
|
8
|
|
|
15
|
|
|||
Other investments
|
219
|
|
|
—
|
|
|
219
|
|
|||
Equity method investments
|
13
|
|
|
—
|
|
|
13
|
|
|||
|
$
|
239
|
|
|
$
|
8
|
|
|
$
|
247
|
|
December 31, 2016
|
Cost Basis
|
|
Unrealized
Gains |
|
Investments
|
||||||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Corporate bonds
|
5
|
|
|
—
|
|
|
5
|
|
|||
|
56
|
|
|
—
|
|
|
56
|
|
|||
Other investments
|
211
|
|
|
—
|
|
|
211
|
|
|||
Equity method investments
|
17
|
|
|
—
|
|
|
17
|
|
|||
|
284
|
|
|
—
|
|
|
284
|
|
|||
Less: current portion of available-for-sale securities
|
|
|
|
|
46
|
|
|||||
|
|
|
|
|
$
|
238
|
|
December 31
|
2017
|
|
2016
|
||||
Long-term receivables
|
$
|
19
|
|
|
$
|
49
|
|
Defined benefit plan assets
|
133
|
|
|
102
|
|
||
Tax receivable (Note 6)
|
101
|
|
|
—
|
|
||
Other
|
80
|
|
|
49
|
|
||
|
$
|
333
|
|
|
$
|
200
|
|
December 31
|
2017
|
|
2016
|
||||
Deferred revenue
|
$
|
613
|
|
|
$
|
439
|
|
Compensation
|
273
|
|
|
250
|
|
||
Billings in excess of costs and earnings
|
428
|
|
|
434
|
|
||
Tax liabilities
|
107
|
|
|
111
|
|
||
Deferred consideration (Note 14)
|
83
|
|
|
—
|
|
||
Dividend payable
|
84
|
|
|
77
|
|
||
Trade liabilities
|
151
|
|
|
180
|
|
||
Other
|
547
|
|
|
620
|
|
||
|
$
|
2,286
|
|
|
$
|
2,111
|
|
December 31
|
2017
|
|
2016
|
||||
Defined benefit plans
|
$
|
2,019
|
|
|
$
|
1,799
|
|
Deferred revenue
|
169
|
|
|
115
|
|
||
Unrecognized tax benefits
|
54
|
|
|
39
|
|
||
Deferred income taxes
|
115
|
|
|
121
|
|
||
Deferred consideration (Note 14)
|
—
|
|
|
72
|
|
||
Other
|
228
|
|
|
209
|
|
||
|
$
|
2,585
|
|
|
$
|
2,355
|
|
|
Years ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign Currency Translation Adjustments:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(494
|
)
|
|
$
|
(266
|
)
|
|
$
|
(204
|
)
|
Other comprehensive income (loss) before reclassification adjustment
|
133
|
|
|
(227
|
)
|
|
(82
|
)
|
|||
Tax benefit (expense)
|
8
|
|
|
(1
|
)
|
|
20
|
|
|||
Other comprehensive income (loss), net of tax
|
141
|
|
|
(228
|
)
|
|
(62
|
)
|
|||
Balance at end of period
|
$
|
(353
|
)
|
|
$
|
(494
|
)
|
|
$
|
(266
|
)
|
Available-for-Sale Securities:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
44
|
|
Other comprehensive income (loss) before reclassification adjustment
|
8
|
|
|
—
|
|
|
(15
|
)
|
|||
Tax benefit (expense)
|
(2
|
)
|
|
—
|
|
|
5
|
|
|||
Other comprehensive income (loss) before reclassification adjustment, net of tax
|
6
|
|
|
—
|
|
|
(10
|
)
|
|||
Reclassification adjustment into Losses (Gains) on sales of investments and businesses
|
—
|
|
|
5
|
|
|
(61
|
)
|
|||
Tax expense (benefit)
|
—
|
|
|
(2
|
)
|
|
24
|
|
|||
Reclassification adjustment into Earnings from continuing operations, net of tax
|
—
|
|
|
3
|
|
|
(37
|
)
|
|||
Other comprehensive income (loss), net of tax
|
6
|
|
|
3
|
|
|
(47
|
)
|
|||
Balance at end of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
Defined Benefit Plans:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(1,823
|
)
|
|
$
|
(1,597
|
)
|
|
$
|
(1,695
|
)
|
Other comprehensive income (loss) before reclassification adjustment
|
(260
|
)
|
|
(368
|
)
|
|
108
|
|
|||
Tax benefit (expense)
|
(213
|
)
|
|
98
|
|
|
12
|
|
|||
Other comprehensive income (loss) before reclassification adjustment, net of tax
|
(473
|
)
|
|
(270
|
)
|
|
120
|
|
|||
Reclassification adjustment - Actuarial net losses into Selling, general, and administrative expenses
|
65
|
|
|
53
|
|
|
71
|
|
|||
Reclassification adjustment - Prior service benefits into Selling, general, and administrative expenses
|
(18
|
)
|
|
(27
|
)
|
|
(62
|
)
|
|||
Reclassification adjustment - Non-U.S. pension curtailment gain into Other charges
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||
Reclassification adjustment - Non-U.S. pension settlement loss into Other charges
|
48
|
|
|
26
|
|
|
—
|
|
|||
Tax expense (benefit)
|
(14
|
)
|
|
(8
|
)
|
|
1
|
|
|||
Reclassification adjustment into Earnings from continuing operations, net of tax
|
81
|
|
|
44
|
|
|
(22
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(392
|
)
|
|
(226
|
)
|
|
98
|
|
|||
Balance at end of period
|
$
|
(2,215
|
)
|
|
$
|
(1,823
|
)
|
|
$
|
(1,597
|
)
|
|
|
|
|
|
|
||||||
Total Accumulated other comprehensive loss
|
$
|
(2,562
|
)
|
|
$
|
(2,317
|
)
|
|
$
|
(1,866
|
)
|
December 31
|
2017
|
|
2016
|
||||
2.0% Senior Convertible Notes due 2020
|
$
|
1,000
|
|
|
$
|
988
|
|
3.5% senior notes due 2021
|
396
|
|
|
395
|
|
||
3.75% senior notes due 2022
|
747
|
|
|
746
|
|
||
3.5% senior notes due 2023
|
594
|
|
|
593
|
|
||
4.0% senior notes due 2024
|
590
|
|
|
588
|
|
||
6.5% debentures due 2025
|
118
|
|
|
117
|
|
||
7.5% debentures due 2025
|
346
|
|
|
345
|
|
||
6.5% debentures due 2028
|
36
|
|
|
36
|
|
||
6.625% senior notes due 2037
|
54
|
|
|
54
|
|
||
5.5% senior notes due 2044
|
396
|
|
|
396
|
|
||
5.22% debentures due 2097
|
91
|
|
|
91
|
|
||
Other long-term debt
|
108
|
|
|
52
|
|
||
|
4,476
|
|
|
4,401
|
|
||
Adjustments for unamortized gains on interest rate swap terminations
|
(5
|
)
|
|
(5
|
)
|
||
Less: current portion
|
(52
|
)
|
|
(4
|
)
|
||
Long-term debt
|
$
|
4,419
|
|
|
$
|
4,392
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
2017
|
|
2016
|
||||
Euro
|
$
|
149
|
|
|
$
|
122
|
|
British Pound
|
72
|
|
|
246
|
|
||
Chinese Renminbi
|
(73
|
)
|
|
(108
|
)
|
||
Australian Dollar
|
(64
|
)
|
|
(51
|
)
|
||
Brazilian Real
|
(45
|
)
|
|
(56
|
)
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
December 31, 2017
|
Fair
Value |
|
Balance
Sheet Location |
|
Fair
Value |
|
Balance
Sheet Location |
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
Other assets
|
|
$
|
3
|
|
|
Accrued liabilities
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
5
|
|
|
Other assets
|
|
$
|
2
|
|
|
Accrued liabilities
|
Total derivatives
|
$
|
5
|
|
|
|
|
$
|
5
|
|
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
December 31, 2016
|
Fair
Value |
|
Balance
Sheet Location |
|
Fair
Value |
|
Balance
Sheet Location |
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
9
|
|
|
Other assets
|
|
$
|
32
|
|
|
Accrued liabilities
|
|
December 31
|
Financial Statement Location
|
||||||||||
Gain (Loss) on Derivative Instruments
|
2017
|
|
2016
|
|
2015
|
|||||||
Foreign exchange contracts
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income (loss)
|
|
December 31
|
Financial Statement Location
|
||||||||||
Gain (Loss) on Derivative Instruments
|
2017
|
|
2016
|
|
2015
|
|||||||
Interest agreements
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Other income (expense)
|
Foreign exchange contracts
|
15
|
|
|
(57
|
)
|
|
6
|
|
Other income (expense)
|
|||
Total derivatives
|
$
|
15
|
|
|
$
|
(56
|
)
|
|
$
|
7
|
|
|
Year ended December 31, 2017
|
|
Financial Statement Location
|
||
Valuation allowance on foreign tax credit carryforward
|
$
|
471
|
|
Deferred tax expense
|
Re-measurement of U.S. deferred tax balances at 21%
|
366
|
|
Deferred tax expense
|
|
Transition tax on repatriation of foreign earnings
|
16
|
|
Current tax expense
|
|
Uncertain tax positions on foreign operations
|
21
|
|
Current tax expense
|
|
Total
|
$
|
874
|
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
959
|
|
|
$
|
651
|
|
|
$
|
725
|
|
Other nations
|
117
|
|
|
193
|
|
|
192
|
|
|||
|
$
|
1,076
|
|
|
$
|
844
|
|
|
$
|
917
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
43
|
|
|
$
|
20
|
|
|
$
|
71
|
|
Other nations
|
75
|
|
|
31
|
|
|
30
|
|
|||
States (U.S.)
|
9
|
|
|
18
|
|
|
13
|
|
|||
Current income tax expense
|
127
|
|
|
69
|
|
|
114
|
|
|||
United States
|
1,078
|
|
|
180
|
|
|
154
|
|
|||
Other nations
|
(8
|
)
|
|
36
|
|
|
(13
|
)
|
|||
States (U.S.)
|
30
|
|
|
(3
|
)
|
|
19
|
|
|||
Deferred income tax expense
|
1,100
|
|
|
213
|
|
|
160
|
|
|||
Total income tax expense (benefit)
|
$
|
1,227
|
|
|
$
|
282
|
|
|
$
|
274
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Income tax expense (benefit) at statutory rate
|
$
|
377
|
|
35.0
|
%
|
|
$
|
295
|
|
35.0
|
%
|
|
$
|
321
|
|
35.0
|
%
|
Non-U.S. tax on non-U.S. earnings
|
(28
|
)
|
(2.6
|
)%
|
|
(25
|
)
|
(3.0
|
)%
|
|
(46
|
)
|
(5.0
|
)%
|
|||
State income taxes, net of federal benefit
|
39
|
|
3.6
|
%
|
|
26
|
|
3.1
|
%
|
|
24
|
|
2.6
|
%
|
|||
Reserve for uncertain tax positions
|
3
|
|
0.3
|
%
|
|
(13
|
)
|
(1.6
|
)%
|
|
1
|
|
0.1
|
%
|
|||
Other provisions
|
(7
|
)
|
(0.6
|
)%
|
|
(2
|
)
|
(0.4
|
)%
|
|
14
|
|
1.6
|
%
|
|||
Valuation allowances
|
(8
|
)
|
(0.7
|
)%
|
|
(7
|
)
|
(0.8
|
)%
|
|
(9
|
)
|
(1.0
|
)%
|
|||
Section 199 deduction
|
(18
|
)
|
(1.7
|
)%
|
|
(15
|
)
|
(1.7
|
)%
|
|
(19
|
)
|
(2.1
|
)%
|
|||
U.S. tax on undistributed non-U.S. earnings
|
20
|
|
1.9
|
%
|
|
25
|
|
3.0
|
%
|
|
(7
|
)
|
(0.8
|
)%
|
|||
Research credits
|
(4
|
)
|
(0.4
|
)%
|
|
(2
|
)
|
(0.2
|
)%
|
|
(5
|
)
|
(0.5
|
)%
|
|||
Loss on sale of investment
|
(21
|
)
|
(2.0
|
)%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||
U.S. tax reform
|
874
|
|
81.2
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||
|
$
|
1,227
|
|
114.0
|
%
|
|
$
|
282
|
|
33.4
|
%
|
|
$
|
274
|
|
29.9
|
%
|
December 31
|
2017
|
|
2016
|
||||
Inventory
|
$
|
46
|
|
|
$
|
29
|
|
Accrued liabilities and allowances
|
74
|
|
|
136
|
|
||
Employee benefits
|
374
|
|
|
693
|
|
||
Capitalized items
|
18
|
|
|
169
|
|
||
Tax basis differences on investments
|
—
|
|
|
7
|
|
||
Depreciation tax basis differences on fixed assets
|
72
|
|
|
74
|
|
||
Undistributed non-U.S. earnings
|
(26
|
)
|
|
(27
|
)
|
||
Tax carryforwards
|
778
|
|
|
927
|
|
||
Business reorganization
|
16
|
|
|
36
|
|
||
Warranty and customer liabilities
|
21
|
|
|
21
|
|
||
Deferred revenue and costs
|
142
|
|
|
122
|
|
||
Valuation allowances
|
(604
|
)
|
|
(118
|
)
|
||
Deferred charges
|
—
|
|
|
37
|
|
||
Other
|
(3
|
)
|
|
(8
|
)
|
||
|
$
|
908
|
|
|
$
|
2,098
|
|
December 31, 2017
|
Gross
Tax Loss |
|
Tax
Effected |
|
Expiration
Period |
||||
United States:
|
|
|
|
|
|
||||
U.S. tax losses
|
$
|
56
|
|
|
$
|
12
|
|
|
2022-2036
|
Foreign tax credits
|
—
|
|
|
471
|
|
|
2018-2023
|
||
General business credits
|
—
|
|
|
98
|
|
|
2026-2037
|
||
State tax losses
|
—
|
|
|
39
|
|
|
2018-2030
|
||
State tax credits
|
—
|
|
|
28
|
|
|
2018-2031
|
||
Non-U.S. Subsidiaries:
|
|
|
|
|
|
||||
Japan tax losses
|
100
|
|
|
31
|
|
|
2018-2025
|
||
Germany tax losses
|
35
|
|
|
11
|
|
|
Unlimited
|
||
United Kingdom tax losses
|
88
|
|
|
16
|
|
|
Unlimited
|
||
Singapore tax losses
|
33
|
|
|
6
|
|
|
Unlimited
|
||
Other subsidiaries tax losses
|
129
|
|
|
31
|
|
|
Various
|
||
Spain tax credits
|
—
|
|
|
26
|
|
|
Various
|
||
Other subsidiaries tax credits
|
—
|
|
|
9
|
|
|
Various
|
||
|
|
|
$
|
778
|
|
|
|
|
2017
|
|
2016
|
||||
Balance at January 1
|
$
|
68
|
|
|
$
|
88
|
|
Additions based on tax positions related to current year
|
10
|
|
|
—
|
|
||
Additions for tax positions of prior years
|
22
|
|
|
2
|
|
||
Reductions for tax positions of prior years
|
(1
|
)
|
|
(15
|
)
|
||
Settlements and agreements
|
(20
|
)
|
|
(3
|
)
|
||
Lapse of statute of limitations
|
(3
|
)
|
|
(4
|
)
|
||
Balance at December 31
|
$
|
76
|
|
|
$
|
68
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||||||||||||||
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest cost
|
185
|
|
|
182
|
|
|
193
|
|
|
40
|
|
|
55
|
|
|
66
|
|
|
3
|
|
|
4
|
|
|
8
|
|
|||||||||
Expected return on plan assets
|
(229
|
)
|
|
(220
|
)
|
|
(212
|
)
|
|
(92
|
)
|
|
(93
|
)
|
|
(103
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrecognized net loss
|
44
|
|
|
37
|
|
|
46
|
|
|
16
|
|
|
11
|
|
|
17
|
|
|
5
|
|
|
5
|
|
|
8
|
|
|||||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(18
|
)
|
|
(27
|
)
|
|
(59
|
)
|
|||||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement loss
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic cost (benefit)
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
27
|
|
|
$
|
15
|
|
|
$
|
10
|
|
|
$
|
(43
|
)
|
|
$
|
(20
|
)
|
|
$
|
(27
|
)
|
|
$
|
(51
|
)
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at January 1
|
$
|
4,644
|
|
|
$
|
4,304
|
|
|
$
|
1,791
|
|
|
$
|
1,815
|
|
|
$
|
83
|
|
|
$
|
192
|
|
Service cost
|
—
|
|
|
—
|
|
|
3
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
185
|
|
|
182
|
|
|
40
|
|
|
55
|
|
|
3
|
|
|
4
|
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
502
|
|
|
256
|
|
|
52
|
|
|
359
|
|
|
6
|
|
|
(27
|
)
|
||||||
Foreign exchange valuation adjustment
|
—
|
|
|
—
|
|
|
193
|
|
|
(293
|
)
|
|
—
|
|
|
—
|
|
||||||
Expenses and tax payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(96
|
)
|
|
(98
|
)
|
|
(34
|
)
|
|
(46
|
)
|
|
(7
|
)
|
|
(16
|
)
|
||||||
Benefit obligation at December 31
|
$
|
5,235
|
|
|
$
|
4,644
|
|
|
$
|
1,844
|
|
|
$
|
1,791
|
|
|
$
|
85
|
|
|
$
|
83
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at January 1
|
$
|
3,195
|
|
|
$
|
3,130
|
|
|
$
|
1,565
|
|
|
$
|
1,696
|
|
|
$
|
136
|
|
|
$
|
143
|
|
Return on plan assets
|
512
|
|
|
160
|
|
|
96
|
|
|
309
|
|
|
21
|
|
|
6
|
|
||||||
Company contributions
|
3
|
|
|
3
|
|
|
7
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign exchange valuation adjustment
|
—
|
|
|
—
|
|
|
157
|
|
|
(292
|
)
|
|
—
|
|
|
—
|
|
||||||
Expenses and tax payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(96
|
)
|
|
(98
|
)
|
|
(34
|
)
|
|
(46
|
)
|
|
(6
|
)
|
|
(13
|
)
|
||||||
Fair value at December 31
|
$
|
3,614
|
|
|
$
|
3,195
|
|
|
$
|
1,590
|
|
|
$
|
1,565
|
|
|
$
|
151
|
|
|
$
|
136
|
|
Funded status of the plan
|
$
|
(1,621
|
)
|
|
$
|
(1,449
|
)
|
|
$
|
(254
|
)
|
|
$
|
(226
|
)
|
|
$
|
66
|
|
|
$
|
53
|
|
Unrecognized net loss
|
2,229
|
|
|
2,054
|
|
|
518
|
|
|
559
|
|
|
64
|
|
|
75
|
|
||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(67
|
)
|
||||||
Prepaid pension cost
|
$
|
608
|
|
|
$
|
605
|
|
|
$
|
264
|
|
|
$
|
333
|
|
|
$
|
81
|
|
|
$
|
61
|
|
Components of prepaid (accrued) pension cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current benefit liability
|
(3
|
)
|
|
(3
|
)
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
||||
Non-current benefit liability
|
(1,618
|
)
|
|
(1,446
|
)
|
|
(294
|
)
|
|
(251
|
)
|
|
—
|
|
|
—
|
|
||||||
Non-current benefit asset
|
—
|
|
|
—
|
|
|
40
|
|
|
25
|
|
|
66
|
|
|
53
|
|
||||||
Deferred income taxes
|
544
|
|
|
762
|
|
|
58
|
|
|
57
|
|
|
6
|
|
|
4
|
|
||||||
Accumulated other comprehensive loss
|
1,685
|
|
|
1,292
|
|
|
460
|
|
|
502
|
|
|
9
|
|
|
4
|
|
||||||
Prepaid pension cost
|
$
|
608
|
|
|
$
|
605
|
|
|
$
|
264
|
|
|
$
|
333
|
|
|
$
|
81
|
|
|
$
|
61
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Discount rate
|
4.02
|
%
|
|
4.27
|
%
|
|
2.22
|
%
|
|
3.22
|
%
|
|
3.29
|
%
|
|
3.14
|
%
|
Investment return assumption
|
6.95
|
%
|
|
7.00
|
%
|
|
5.20
|
%
|
|
5.90
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Discount rate
|
3.79
|
%
|
|
4.42
|
%
|
|
2.34
|
%
|
|
2.54
|
%
|
|
3.62
|
%
|
|
4.11
|
%
|
Future compensation increase rate
|
n/a
|
|
|
n/a
|
|
|
0.52
|
%
|
|
0.46
|
%
|
|
n/a
|
|
|
n/a
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
||||||||||||
December 31
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Accumulated benefit obligation
|
$
|
5,235
|
|
|
$
|
4,644
|
|
|
$
|
1,838
|
|
|
$
|
1,785
|
|
|
All Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||
December 31
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Target Mix:
|
|
|
|
|
|
|
|
||||
Equity securities
|
31
|
%
|
|
33
|
%
|
|
35
|
%
|
|
37
|
%
|
Fixed income securities
|
49
|
%
|
|
46
|
%
|
|
44
|
%
|
|
43
|
%
|
Cash and other investments
|
20
|
%
|
|
21
|
%
|
|
21
|
%
|
|
20
|
%
|
Actual Mix:
|
|
|
|
|
|
|
|
||||
Equity securities
|
29
|
%
|
|
34
|
%
|
|
34
|
%
|
|
37
|
%
|
Fixed income securities
|
49
|
%
|
|
47
|
%
|
|
44
|
%
|
|
43
|
%
|
Cash and other investments
|
22
|
%
|
|
19
|
%
|
|
22
|
%
|
|
20
|
%
|
Year
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||
2018
|
$
|
135
|
|
|
$
|
43
|
|
|
$
|
8
|
|
2019
|
151
|
|
|
45
|
|
|
7
|
|
|||
2020
|
168
|
|
|
46
|
|
|
7
|
|
|||
2021
|
190
|
|
|
47
|
|
|
6
|
|
|||
2022
|
213
|
|
|
49
|
|
|
6
|
|
|||
2023-2027
|
1,338
|
|
|
261
|
|
|
26
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Expected volatility
|
24.0
|
%
|
|
23.7
|
%
|
|
20.0
|
%
|
Risk-free interest rate
|
2.1
|
%
|
|
1.4
|
%
|
|
1.6
|
%
|
Dividend yield
|
3.5
|
%
|
|
2.9
|
%
|
|
2.9
|
%
|
Expected life (years)
|
5.9
|
|
|
6.0
|
|
|
6.0
|
|
|
2017
Performance Options |
|
2016
Performance Options |
|
2015
Performance Options |
|||
Expected volatility of common stock
|
24.1
|
%
|
|
25.3
|
%
|
|
21.0
|
%
|
Expected volatility of the S&P 500
|
25.6
|
%
|
|
19.8
|
%
|
|
23.3
|
%
|
Risk-free interest rate
|
2.4
|
%
|
|
1.7
|
%
|
|
1.8
|
%
|
Dividend yield
|
3.7
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
Expected life (years)
|
6.5
|
|
|
6.5
|
|
|
6.5
|
|
|
2017
Market Stock Units |
|
2016
Market Stock Units |
|
2015
Market Stock Units |
|||
Expected volatility of common stock
|
24.1
|
%
|
|
24.2
|
%
|
|
19.3
|
%
|
Risk-free interest rate
|
1.7
|
%
|
|
1.1
|
%
|
|
1.1
|
%
|
Dividend yield
|
2.9
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
|
2017 PCSOs
|
|
2015 PCSOs
|
||
Expected volatility of common stock
|
24.1
|
%
|
|
26.0
|
%
|
Risk-free interest rate
|
1.8
|
%
|
|
1.5
|
%
|
Dividend yield
|
3.0
|
%
|
|
3.1
|
%
|
Expected life (years)
|
3.5
|
|
|
5
|
|
|
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 |
|
Wtd. avg.
contractual life (in yrs.) |
||||||
Under $30
|
537
|
|
|
$
|
27
|
|
|
2
|
|
537
|
|
|
$
|
27
|
|
|
2
|
$30-$40
|
1,557
|
|
|
39
|
|
|
3
|
|
1,557
|
|
|
39
|
|
|
3
|
||
$41-$50
|
8
|
|
|
45
|
|
|
3
|
|
8
|
|
|
45
|
|
|
3
|
||
$51-$60
|
842
|
|
|
55
|
|
|
5
|
|
834
|
|
|
55
|
|
|
5
|
||
$61-$70
|
2,790
|
|
|
68
|
|
|
5
|
|
799
|
|
|
66
|
|
|
6
|
||
$71-$80
|
596
|
|
|
72
|
|
|
8
|
|
86
|
|
|
72
|
|
|
8
|
||
$81 and over
|
952
|
|
|
82
|
|
|
8
|
|
3
|
|
|
81
|
|
|
9
|
||
|
7,282
|
|
|
|
|
|
|
3,824
|
|
|
|
|
|
|
Stock Options
|
|
Performance Options*
|
|
Restricted Stock Units
|
|
Market Stock Units
|
||||||||||||||||||||
Shares Outstanding in Thousands
|
No. of Options Outstanding
|
|
Wtd. Avg. Exercise Price of Shares
|
|
No. of Options Outstanding
|
|
Wtd. Avg. Exercise Price of Shares
|
|
No. of Non-Vested Awards
|
|
Wtd. Avg. Grant Date Fair Value
|
|
No. of Non-Vested Awards
|
|
Wtd. Avg. Grant Date Fair Value
|
||||||||||||
Balance as of January 1, 2017
|
5,218
|
|
|
$
|
50
|
|
|
2,066
|
|
|
$
|
69
|
|
|
1,333
|
|
|
$
|
63
|
|
|
116
|
|
|
$
|
69
|
|
Granted
|
385
|
|
|
82
|
|
|
612
|
|
|
81
|
|
|
650
|
|
|
78
|
|
|
71
|
|
|
86
|
|
||||
Releases/Exercised
|
(935
|
)
|
|
53
|
|
|
—
|
|
|
—
|
|
|
(656
|
)
|
|
64
|
|
|
(54
|
)
|
|
68
|
|
||||
Adjustment for payout factor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
69
|
|
||||
Forfeited/Canceled
|
(64
|
)
|
|
76
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
71
|
|
|
—
|
|
|
—
|
|
||||
Balance as of December 31, 2017
|
4,604
|
|
|
$
|
52
|
|
|
2,678
|
|
|
$
|
72
|
|
|
1,257
|
|
|
$
|
70
|
|
|
139
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vested or expected to vest
|
4,283
|
|
|
48
|
|
|
464
|
|
|
73
|
|
|
519
|
|
|
64
|
|
|
79
|
|
|
65
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Share-based compensation expense included in:
|
|
|
|
|
|
||||||
Costs of sales
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Selling, general and administrative expenses
|
43
|
|
|
45
|
|
|
52
|
|
|||
Research and development expenditures
|
14
|
|
|
14
|
|
|
17
|
|
|||
Share-based compensation expense included in Operating earnings
|
66
|
|
|
68
|
|
|
78
|
|
|||
Tax benefit
|
22
|
|
|
21
|
|
|
24
|
|
|||
Share-based compensation expense, net of tax
|
$
|
44
|
|
|
$
|
47
|
|
|
$
|
54
|
|
Decrease in basic earnings per share
|
$
|
(0.27
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.25
|
)
|
Decrease in diluted earnings per share
|
$
|
(0.27
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.25
|
)
|
December 31, 2017
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||||
Corporate bonds
|
—
|
|
|
2
|
|
|
2
|
|
|||
Common stock and equivalents
|
13
|
|
|
—
|
|
|
13
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
51
|
|
|
51
|
|
|||
Corporate bonds
|
—
|
|
|
5
|
|
|
5
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
32
|
|
December 31, 2017
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Commingled funds
|
2,198
|
|
|
—
|
|
|
2,198
|
|
|||
Government fixed income securities
|
10
|
|
|
285
|
|
|
295
|
|
|||
Corporate fixed income securities
|
—
|
|
|
900
|
|
|
900
|
|
|||
Short-term investment funds
|
186
|
|
|
—
|
|
|
186
|
|
|||
Total investment securities
|
$
|
2,404
|
|
|
$
|
1,185
|
|
|
$
|
3,589
|
|
Accrued income receivable
|
|
|
|
|
12
|
|
|||||
Cash
|
|
|
|
|
13
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
3,614
|
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
95
|
|
Commingled funds
|
1,357
|
|
|
551
|
|
|
1,908
|
|
|||
Government fixed income securities
|
—
|
|
|
179
|
|
|
179
|
|
|||
Corporate fixed income securities
|
—
|
|
|
825
|
|
|
825
|
|
|||
Short-term investment funds
|
183
|
|
|
—
|
|
|
183
|
|
|||
Total investment securities
|
$
|
1,635
|
|
|
$
|
1,555
|
|
|
$
|
3,190
|
|
Cash
|
|
|
|
|
5
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
3,195
|
|
December 31, 2017
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
136
|
|
Commingled funds
|
431
|
|
|
38
|
|
|
469
|
|
|||
Government fixed income securities
|
3
|
|
|
779
|
|
|
782
|
|
|||
Short-term investment funds
|
92
|
|
|
—
|
|
|
92
|
|
|||
Total investment securities
|
$
|
662
|
|
|
$
|
817
|
|
|
$
|
1,479
|
|
Cash
|
|
|
|
|
3
|
|
|||||
Accrued income receivable
|
|
|
|
|
55
|
|
|||||
Insurance contracts
|
|
|
|
|
53
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
1,590
|
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
161
|
|
|
$
|
—
|
|
|
$
|
161
|
|
Commingled funds
|
279
|
|
|
209
|
|
|
488
|
|
|||
Government fixed income securities
|
—
|
|
|
823
|
|
|
823
|
|
|||
Short-term investment funds
|
—
|
|
|
1
|
|
|
1
|
|
|||
Total investment securities
|
$
|
440
|
|
|
$
|
1,033
|
|
|
$
|
1,473
|
|
Cash
|
|
|
|
|
45
|
|
|||||
Insurance contracts
|
|
|
|
|
47
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
1,565
|
|
December 31, 2017
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Commingled funds
|
92
|
|
|
—
|
|
|
92
|
|
|||
Government fixed income securities
|
—
|
|
|
12
|
|
|
12
|
|
|||
Corporate fixed income securities
|
—
|
|
|
38
|
|
|
38
|
|
|||
Short-term investment funds
|
8
|
|
|
—
|
|
|
8
|
|
|||
Fair value plan assets
|
$
|
101
|
|
|
$
|
50
|
|
|
$
|
151
|
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Commingled funds
|
58
|
|
|
24
|
|
|
82
|
|
|||
Government fixed income securities
|
—
|
|
|
7
|
|
|
7
|
|
|||
Corporate fixed income securities
|
—
|
|
|
35
|
|
|
35
|
|
|||
Short-term investment funds
|
8
|
|
|
—
|
|
|
8
|
|
|||
Fair value plan assets
|
$
|
70
|
|
|
$
|
66
|
|
|
$
|
136
|
|
December 31
|
2017
|
|
2016
|
||||
Long-term receivables
|
$
|
37
|
|
|
$
|
63
|
|
Less current portion
|
(18
|
)
|
|
(14
|
)
|
||
Non-current long-term receivables
|
$
|
19
|
|
|
$
|
49
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Accounts receivable sales proceeds
|
$
|
193
|
|
|
$
|
51
|
|
|
$
|
29
|
|
Long-term receivables sales proceeds
|
284
|
|
|
289
|
|
|
196
|
|
|||
Total proceeds from receivable sales
|
$
|
477
|
|
|
$
|
340
|
|
|
$
|
225
|
|
December 31, 2017
|
Total
Long-term Receivable |
|
Current Billed
Due |
|
Past Due Under 90 Days
|
|
Past Due Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Commercial loans and leases secured
|
16
|
|
|
1
|
|
|
3
|
|
|
1
|
|
||||
Long-term receivables, including current portion
|
$
|
37
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
3
|
|
December 31, 2016
|
Total
Long-term Receivable |
|
Current Billed
Due |
|
Past Due Under 90 Days
|
|
Past Due Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial loans and leases secured
|
43
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Long-term receivables, including current portion
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
(in millions)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Beyond
|
|
||||||
|
$
|
121
|
|
$
|
107
|
|
$
|
82
|
|
$
|
64
|
|
$
|
53
|
|
$
|
234
|
|
|
Net Sales
|
|
Operating Earnings
|
||||||||||||||||||||
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Products
|
$
|
3,772
|
|
|
$
|
3,649
|
|
|
$
|
3,676
|
|
|
$
|
914
|
|
|
$
|
734
|
|
|
$
|
704
|
|
Services
|
2,608
|
|
|
2,389
|
|
|
2,019
|
|
|
368
|
|
|
333
|
|
|
290
|
|
||||||
|
$
|
6,380
|
|
|
$
|
6,038
|
|
|
$
|
5,695
|
|
|
1,282
|
|
|
1,067
|
|
|
994
|
|
|||
Total other expense
|
|
|
|
|
|
|
(206
|
)
|
|
(223
|
)
|
|
(77
|
)
|
|||||||||
Earnings from continuing operations before income taxes
|
|
|
|
|
|
|
$
|
1,076
|
|
|
$
|
844
|
|
|
$
|
917
|
|
|
Capital Expenditures
|
|
Depreciation Expense
|
||||||||||||||||||||
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Products
|
$
|
116
|
|
|
$
|
104
|
|
|
$
|
76
|
|
|
$
|
102
|
|
|
$
|
68
|
|
|
$
|
82
|
|
Services
|
111
|
|
|
167
|
|
|
99
|
|
|
90
|
|
|
114
|
|
|
60
|
|
||||||
|
$
|
227
|
|
|
$
|
271
|
|
|
$
|
175
|
|
|
$
|
192
|
|
|
$
|
182
|
|
|
$
|
142
|
|
|
Net Sales
|
|
Assets
|
||||||||||||||||||||
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
United States
|
$
|
3,725
|
|
|
$
|
3,566
|
|
|
$
|
3,473
|
|
|
$
|
5,138
|
|
|
$
|
5,653
|
|
|
$
|
6,213
|
|
United Kingdom
|
558
|
|
|
528
|
|
|
96
|
|
|
2,329
|
|
|
2,300
|
|
|
1,127
|
|
||||||
Other, net of eliminations
|
2,097
|
|
|
1,944
|
|
|
2,126
|
|
|
741
|
|
|
510
|
|
|
1,006
|
|
||||||
|
$
|
6,380
|
|
|
$
|
6,038
|
|
|
$
|
5,695
|
|
|
$
|
8,208
|
|
|
$
|
8,463
|
|
|
$
|
8,346
|
|
|
Accruals at
January 1 |
|
Additional
Charges |
|
Adjustments
|
|
Amount
Used |
|
Accruals at
December 31 |
||||||||||
Exit costs
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
9
|
|
Employee separation costs
|
94
|
|
|
43
|
|
|
(9
|
)
|
|
(87
|
)
|
|
41
|
|
|||||
|
$
|
101
|
|
|
$
|
51
|
|
|
$
|
(9
|
)
|
|
$
|
(93
|
)
|
|
$
|
50
|
|
|
Accruals at
January 1 |
|
Additional
Charges |
|
Adjustments
|
|
Amount
Used |
|
Accruals at
December 31 |
||||||||||
Exit costs
|
$
|
9
|
|
|
$
|
5
|
|
|
$
|
(1
|
)
|
|
$
|
(6
|
)
|
|
$
|
7
|
|
Employee separation costs
|
51
|
|
|
120
|
|
|
(4
|
)
|
|
(73
|
)
|
|
94
|
|
|||||
|
$
|
60
|
|
|
$
|
125
|
|
|
$
|
(5
|
)
|
|
$
|
(79
|
)
|
|
$
|
101
|
|
|
Accruals at
January 1 |
|
Additional
Charges |
|
Adjustments
|
|
Amount
Used |
|
Accruals at
December 31 |
||||||||||
Exit costs
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
9
|
|
Employee separation costs
|
57
|
|
|
74
|
|
|
(10
|
)
|
|
(70
|
)
|
|
51
|
|
|||||
|
$
|
57
|
|
|
$
|
84
|
|
|
$
|
(10
|
)
|
|
$
|
(71
|
)
|
|
$
|
60
|
|
Cash
|
|
$
|
86
|
|
Accounts receivable, net
|
|
55
|
|
|
Other current assets
|
|
36
|
|
|
Property, plant and equipment, net
|
|
245
|
|
|
Deferred income taxes
|
|
82
|
|
|
Accounts payable
|
|
(18
|
)
|
|
Accrued liabilities
|
|
(181
|
)
|
|
Other liabilities
|
|
(289
|
)
|
|
Goodwill
|
|
191
|
|
|
Intangible assets
|
|
875
|
|
|
Total consideration
|
|
$
|
1,082
|
|
Net present value of deferred consideration payment to former owners
|
|
(82
|
)
|
|
Net cash consideration at purchase
|
|
$
|
1,000
|
|
|
2017
|
|
2016
|
||||||||||||
December 31
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Intangible assets:
|
|
|
|
|
|
|
|
||||||||
Completed technology
|
$
|
148
|
|
|
$
|
55
|
|
|
$
|
116
|
|
|
$
|
38
|
|
Patents
|
2
|
|
|
2
|
|
|
8
|
|
|
6
|
|
||||
Customer-related
|
977
|
|
|
242
|
|
|
810
|
|
|
101
|
|
||||
Other intangibles
|
56
|
|
|
23
|
|
|
49
|
|
|
17
|
|
||||
|
$
|
1,183
|
|
|
$
|
322
|
|
|
$
|
983
|
|
|
$
|
162
|
|
|
2017
|
|
2016
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Products
|
$
|
173
|
|
|
$
|
76
|
|
|
$
|
178
|
|
|
$
|
63
|
|
Services
|
1,010
|
|
|
246
|
|
|
805
|
|
|
99
|
|
||||
|
$
|
1,183
|
|
|
$
|
322
|
|
|
$
|
983
|
|
|
$
|
162
|
|
|
Products
|
|
Services
|
|
Total
|
||||||
Balance as of January 1, 2016
|
$
|
270
|
|
|
$
|
150
|
|
|
$
|
420
|
|
Goodwill acquired
|
46
|
|
|
291
|
|
|
337
|
|
|||
Foreign currency translation
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
|||
Balance as of December 31, 2016
|
$
|
316
|
|
|
$
|
412
|
|
|
$
|
728
|
|
Goodwill acquired
|
—
|
|
|
191
|
|
|
191
|
|
|||
Purchase accounting adjustments
|
—
|
|
|
2
|
|
|
2
|
|
|||
Foreign currency translation
|
—
|
|
|
17
|
|
|
17
|
|
|||
Balance as of December 31, 2017
|
$
|
316
|
|
|
$
|
622
|
|
|
$
|
938
|
|
|
Balance at
January 1 |
|
Charged to
Earnings |
|
Used
|
|
Adjustments*
|
|
Balance at
December 31 |
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
44
|
|
|
$
|
16
|
|
|
$
|
(16
|
)
|
|
$
|
1
|
|
|
$
|
45
|
|
Inventory reserves
|
131
|
|
|
21
|
|
|
(19
|
)
|
|
—
|
|
|
133
|
|
|||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
28
|
|
|
44
|
|
|
(26
|
)
|
|
(2
|
)
|
|
44
|
|
|||||
Inventory reserves
|
142
|
|
|
20
|
|
|
(33
|
)
|
|
2
|
|
|
131
|
|
|||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
35
|
|
|
9
|
|
|
(17
|
)
|
|
1
|
|
|
28
|
|
|||||
Inventory reserves
|
131
|
|
|
24
|
|
|
(13
|
)
|
|
—
|
|
|
142
|
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
||||||||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
1,281
|
|
|
$
|
1,497
|
|
|
$
|
1,645
|
|
|
$
|
1,957
|
|
|
$
|
1,193
|
|
|
$
|
1,430
|
|
|
$
|
1,532
|
|
|
$
|
1,883
|
|
Costs of sales
|
711
|
|
|
807
|
|
|
851
|
|
|
987
|
|
|
691
|
|
|
754
|
|
|
770
|
|
|
955
|
|
||||||||
Gross margin
|
570
|
|
|
690
|
|
|
794
|
|
|
970
|
|
|
502
|
|
|
676
|
|
|
762
|
|
|
928
|
|
||||||||
Selling, general and administrative expenses
|
232
|
|
|
242
|
|
|
248
|
|
|
257
|
|
|
234
|
|
|
240
|
|
|
247
|
|
|
277
|
|
||||||||
Research and development expenditures
|
135
|
|
|
138
|
|
|
141
|
|
|
154
|
|
|
135
|
|
|
138
|
|
|
137
|
|
|
142
|
|
||||||||
Other charges
|
27
|
|
|
53
|
|
|
67
|
|
|
48
|
|
|
33
|
|
|
74
|
|
|
37
|
|
|
106
|
|
||||||||
Operating earnings
|
176
|
|
|
257
|
|
|
338
|
|
|
511
|
|
|
100
|
|
|
224
|
|
|
341
|
|
|
403
|
|
||||||||
Net earnings (loss)*
|
77
|
|
|
131
|
|
|
212
|
|
|
(575
|
)
|
|
17
|
|
|
107
|
|
|
192
|
|
|
243
|
|
||||||||
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net earnings (loss)*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per common share
|
$
|
0.47
|
|
|
$
|
0.80
|
|
|
$
|
1.30
|
|
|
$
|
(3.56
|
)
|
|
$
|
0.10
|
|
|
$
|
0.62
|
|
|
$
|
1.15
|
|
|
$
|
1.47
|
|
Diluted earnings per common share
|
0.45
|
|
|
0.78
|
|
|
1.25
|
|
|
(3.56
|
)
|
|
0.10
|
|
|
0.61
|
|
|
1.13
|
|
|
1.43
|
|
||||||||
Dividends declared
|
$
|
0.47
|
|
|
$
|
0.47
|
|
|
$
|
0.47
|
|
|
$
|
0.52
|
|
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
$
|
0.47
|
|
Dividends paid
|
0.47
|
|
|
0.47
|
|
|
0.47
|
|
|
0.47
|
|
|
0.41
|
|
|
0.41
|
|
|
0.41
|
|
|
0.41
|
|
||||||||
Stock prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
87.00
|
|
|
$
|
89.15
|
|
|
$
|
93.75
|
|
|
$
|
95.30
|
|
|
$
|
76.11
|
|
|
$
|
76.32
|
|
|
$
|
78.32
|
|
|
$
|
84.00
|
|
Low
|
$
|
76.92
|
|
|
$
|
79.63
|
|
|
$
|
82.86
|
|
|
$
|
84.56
|
|
|
$
|
60.36
|
|
|
$
|
63.08
|
|
|
$
|
64.77
|
|
|
$
|
71.29
|
|
(a)
|
1. Financial Statements
|
2.
|
Financial Statement Schedules and Independent Auditors’ Report
|
3.
|
Exhibits
|
|
|
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)).
|
|
|
|
Share Purchase Agreement, dated December 3, 2015, by and between Motorola Solutions, Inc., Motorola Solutions Overseas Limited, and Guardian Digital Communications Holdings Limited (incorporated by reference to Exhibit 1.1 to Motorola Solutions’ Current Report on 8-K filed on December 3, 2015 (File 1-17221)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
Indenture dated as of August 25, 2015 between Motorola Solutions, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, related to 2% Convertible Senior Notes Due 2020 (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current Report on Form 8-K filed on August 26, 2015 (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.
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
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)).
|
|
|
|
Motorola Solutions Omnibus Incentive Plan of 2015, effective May 18, 2015 (an amendment and restatement of the Motorola Solutions Omnibus Incentive Plan of 2006) (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current Report on Form 8-K filed on May 21, 2015 (file No. 1-7221)).
|
|
|
|
March 9, 2017 Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee Performance-Contingent Stock Options (non-CEO) (incorporated by reference to Exhibit 10.8 to Motorola Solutions' Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
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)).
|
|
|
|
Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee Performance-Contingent Stock Options (non-CEO) (incorporated by reference to Exhibit 10.3 to Motorola Solutions’ Current Report on Form 8-K filed on August 26, 2015 (File No. 1-7221)).
|
|
|
|
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 Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (File No. 1-7221)).
|
|
|
|
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 2015 for grants on or after March 9, 2017 (incorporated by reference to Exhibit 10.6 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
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 from February 3, 2014 to March 8, 2017 (incorporated by reference to Exhibit 10.9 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 1-7221)).
|
|
|
|
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 from January 4, 2011 to February 2, 2014 (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)).
|
|
|
|
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)).
|
|
|
|
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 July 31, 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)).
|
|
|
|
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 5, 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)).
|
|
|
|
Form of Motorola Solutions, Inc. Stock Option Consideration Agreement for grants on or after March 9, 2017 (incorporated by reference to Exhibit 10.7 to Motorola Solutions' Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions Stock Option Consideration Agreement for grants from February 3, 2014 to March 8, 2017 (incorporated by reference to Exhibit 10.14 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions Stock Option Consideration Agreement for grants from January 4, 2011 to February 2, 2014 (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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers on or after March 9, 2017 (incorporated by reference to Exhibit 10.2 to Motorola Solutions' Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers from March 9, 2015 to March 8, 2017 (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)).
|
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Section 16 Officers on or after March 9, 2017 (incorporated by reference to Exhibit 10.5 to Motorola Solutions’ Quarterly Report on Form 10-Q filed for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
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 from May 6, 2013 to March 8, 2017 (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)).
|
|
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Appointed Vice Presidents and Elected Officers on or after March 9, 2017 (incorporated by reference to Exhibit 10.3 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
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 from February 3, 2014 to March 8, 2017 (incorporated by reference to Exhibit 10.19 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Employees on or after March 9, 2017 (incorporated by reference to Exhibit 10.4 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
Motorola Solutions, Inc. Amended Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options and Addendum A to 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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
Form of Motorola, Inc. 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 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)).
|
|
|
|
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)).
|
|
|
|
Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee Performance-Contingent Stock Options (CEO) (incorporated by reference to Exhibit 10.4 to Motorola Solutions’ Current Report on Form 8-K filed on August 26, 2015 (File No. 1-7221)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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 from January 4, 2011 to December 31, 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)).
|
|
|
|
Form of Deferred Stock Units Award between Motorola, Inc. and its non-employee directors under the Motorola Solutions 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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 11, 2015 (incorporated by reference to Exhibit 10.5 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2015 (File No. 1-7221)).
|
|
|
|
2017-2019 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February 16, 2017 (incorporated by reference to Exhibit No. 10.1 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended on April 1, 2017 (File No. 1-7221)).
|
|
|
|
2016-2018 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 18, 2016 (incorporated by reference to Exhibit No. 10.1 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended on April 2, 2016 (File No. 1-7221)).
|
|
|
|
2015-2017 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 11, 2015 (incorporated by reference to Exhibit 10.6 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended on April 4, 2015 (File No. 1-7221)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
Motorola Solutions, Inc. 2011 Senior Officer Change in Control Severance Plan, as amended and restated November 13, 2014 (incorporated by reference to Exhibit No. 10.54 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 1-7221)).
|
|
|
|
Motorola Solutions, Inc. 2011 Executive Severance Plan, as amended and restated November 13, 2014 (incorporated by reference to Exhibit No. 10.55 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 1-7221)).
|
|
|
|
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 held on May 15, 2017 (“Motorola Solutions’ Proxy Statement”)).
|
|
|
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 filed March 27, 2017, and incorporated by reference to Exhibit 10.2 to Motorola Solutions' Quarterly Report on Form 10-Q for the fiscal quarter ended on July 1, 2017 (File No. 1-7221))
.
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
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)).
|
|
|
|
Term Loan Credit Agreement, dated February 18, 2016, by and among Motorola Solutions, Inc., Lloyds Bank PLC, 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 February 22, 2016 (File No. 1-7221)).
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Revolving Credit Agreement dated as of April 25, 2017 among the Company, 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 April 27, 2017 (File No. 1-7221)).
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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))**
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Revised and Amended Aircraft Time Sharing Agreement as of October 1, 2015, by and between Motorola Solutions, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.4 to Motorola Solutions’, Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2015 (File No. 1-7221)).
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Investment Agreement by and among Motorola Solutions, Inc., Silver Lake Partners IV, L.P. and Silver Lake Partners IV Cayman (AIV II), L.P., dated as of August 4, 2015 (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current Report on Form 8-K filed on August 5, 2015 (file No. 1-7221)).
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Statement regarding Computation of Ratio of Earnings to Fixed Charges.
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Subsidiaries of Motorola Solutions, Inc.
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23
|
|
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Consent of Independent Registered Public Accounting Firm, see page
97
of the Annual Report on Form 10-K of which this Exhibit Index is a part.
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Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Gino A. Bonanotte pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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|
Certification of Gino A. Bonanotte pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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|
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
|
(b)
|
Exhibits:
|
|
MOTOROLA SOLUTIONS, INC.
|
|
|
|
|
|
By:
|
/
S
/ G
REGORY
Q. B
ROWN
|
|
|
Gregory Q. Brown
|
|
|
Chairman and Chief Executive Officer
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Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/ GREGORY Q. BROWN
|
|
Chairman and Chief Executive Officer
|
|
February 16, 2018
|
Gregory Q. Brown
|
|
and Director
(Principal Executive Officer)
|
|
|
|
|
|
||
/S/ GINO A. BONANOTTE
|
|
Executive Vice President and
|
|
February 16, 2018
|
Gino A. Bonanotte
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
||
/S/ JOHN K. WOZNIAK
|
|
Corporate Vice President and
|
|
February 16, 2018
|
John K. Wozniak
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
|
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|
/S/ KENNETH D. DENMAN
|
|
Director
|
|
February 16, 2018
|
Kenneth D. Denman
|
|
|
|
|
|
|
|
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|
/S/ EGON P. DURBAN
|
|
Director
|
|
February 16, 2018
|
Egon P. Durban
|
|
|
|
|
|
|
|
||
/S/ CLAYTON M. JONES
|
|
Director
|
|
February 16, 2018
|
Clayton M. Jones
|
|
|
|
|
|
|
|
|
|
/S/ JUDY C. LEWENT
|
|
Director
|
|
February 16, 2018
|
Judy C. Lewent
|
|
|
|
|
|
|
|
||
/S/ GREGORY K. MONDRE
|
|
Director
|
|
February 16, 2018
|
Gregory K. Mondre
|
|
|
|
|
|
|
|
|
|
/S/ ANNE R. PRAMAGGIORE
|
|
Director
|
|
February 16, 2018
|
Anne R. Pramaggiore
|
|
|
|
|
|
|
|
||
/S/ SAMUEL C. SCOTT III
|
|
Director
|
|
February 16, 2018
|
Samuel C. Scott III
|
|
|
|
|
|
|
|
|
|
/S/ JOSEPH M. TUCCI
|
|
Director
|
|
February 16, 2018
|
Joseph M. Tucci
|
|
|
|
|
|
|
|
||
|
|
|
|
|
MOTOROLA SOLUTIONS, INC.
|
||
LISTING OF MAJOR SUBSIDIARIES
|
||
12/31/2017
|
||
|
|
|
EXHIBIT 21
|
||
|
|
|
Motorola Solutions Funding Corporation
|
|
Delaware, U.S.
|
Motorola Solutions Credit Company LLC
|
|
Delaware, U.S.
|
Network Ventures I, Inc.
|
|
Delaware, U.S.
|
Kodiak Networks, Inc.
|
|
Texas, U.S.
|
Spillman Technologies Inc.
|
|
Utah, U.S.
|
Motorola Solutions Australia Pte. Ltd.
|
|
Australia
|
Motorola Solutions LTDA
|
|
Brazil
|
Motorola Solutions Canada Inc.
|
|
Canada
|
Interexport Telecommunications and Services SA
|
|
Chile
|
Quorum II S.A.
|
|
Chile
|
Motorola Solutions (China) Co. Ltd.
|
|
China
|
Motorola Solutions (China) Investment Co. Ltd.
|
|
China
|
Motorola Solutions UK Acquisition Company Limited
|
|
England
|
Airwave Solutions Limited
|
|
England
|
Motorola Solutions UK Limited
|
|
England
|
Guardian Digital Communications Limited
|
|
England
|
Motorola Solutions UK One LP
|
|
England
|
Motorola Solutions UK Two LP
|
|
England
|
Motorola Solutions International Holding Limited
|
|
England
|
Motorola Solutions France SAS
|
|
France
|
Motorola Solutions Germany GmbH
|
|
Germany
|
Motorola Solutions Israel Limited
|
|
Israel
|
Motorola Solutions Malaysia Sdn Bhd
|
|
Malaysia
|
Motorola Solutions Oman LLC
|
|
Oman
|
Motorola Solutions Singapore Pte. Ltd.
|
|
Singapore
|
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, 2017
(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, 2017
(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
|
|
Gino A. Bonanotte
|
|
Executive Vice President and Chief Financial Officer
|
|
Motorola Solutions, Inc.
|