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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Services
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Services includes a continuum of service offerings beginning with repair, technical support, and maintenance. More advanced offerings include monitoring, software updates, and cybersecurity services. Managed services range from partial or full operation of customer-owned networks to operation of Motorola Solutions-owned networks. Services represented 81% of the net sales of the Services and Software segment in 2018.
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Software
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Software includes a public safety and enterprise command center software suite, unified communications applications, and video software solutions, delivered both on premise and “as a service” and represented 19% of the net sales of the Services and Software segment in 2018.
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December 31
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||||||
(In millions)
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2018
|
|
2017
|
||||
Products and Systems Integration
|
$
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3,199
|
|
|
$
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3,314
|
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Services and Software
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7,401
|
|
|
6,298
|
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||
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$
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10,600
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|
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$
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9,612
|
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•
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Motorola Solutions, Inc. Restated Certificate of Incorporation with Amendments
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•
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Conformed Restated Certificate of Incorporation of Motorola Solutions, Inc. (amended Jan. 4, 2011)
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•
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Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc. (effective Jan. 4, 2011)
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•
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Certificate of Ownership and Merger of Motorola Name Change Corporation into Motorola, Inc. (effective Jan. 4, 2011)
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•
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Motorola Solutions, Inc. Amended and Restated Bylaws
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•
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Board Governance Guidelines
|
•
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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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•
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Audit Committee Charter
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•
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Compensation and Leadership Committee Charter
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•
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Governance and Nominating Committee Charter
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Period
|
(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)
|
||||||
09/27/18 to 10/24/18
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,642,593,206
|
|
10/25/18 to 11/20/18
|
485,945
|
|
|
$
|
125.97
|
|
|
485,945
|
|
|
$
|
1,581,377,757
|
|
11/21/18 to 12/27/18
|
40,254
|
|
|
$
|
124.23
|
|
|
40,254
|
|
|
$
|
1,576,377,038
|
|
Total
|
526,199
|
|
|
$
|
125.84
|
|
|
526,199
|
|
|
|
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(1)
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Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.
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(2)
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Through 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, 2018, the Company had used approximately $12.4 billion, including transaction costs, to repurchase shares.
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|
Years Ended December 31
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||||||||||||||||||
(In millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
7,343
|
|
|
$
|
6,380
|
|
|
$
|
6,038
|
|
|
$
|
5,695
|
|
|
$
|
5,881
|
|
Operating earnings
|
1,255
|
|
|
1,284
|
|
|
1,048
|
|
|
916
|
|
|
900
|
|
|||||
Earnings (loss) from continuing operations, net of tax*
|
966
|
|
|
(155
|
)
|
|
560
|
|
|
640
|
|
|
(697
|
)
|
|||||
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) from continuing operations per common share*
|
$
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5.62
|
|
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
|
$
|
3.17
|
|
|
$
|
(2.84
|
)
|
Earnings (loss) per diluted common share*
|
5.62
|
|
|
(0.95
|
)
|
|
3.24
|
|
|
3.02
|
|
|
5.29
|
|
|||||
Diluted weighted average common shares outstanding (in millions)
|
172.0
|
|
|
162.9
|
|
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173.1
|
|
|
201.8
|
|
|
245.6
|
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|||||
Dividends declared per share
|
$
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2.13
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|
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$
|
1.93
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|
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$
|
1.70
|
|
|
$
|
1.43
|
|
|
$
|
1.30
|
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Balance Sheet
|
|
|
|
|
|
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|
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||||||||||
Total assets
|
$
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9,409
|
|
|
$
|
8,208
|
|
|
$
|
8,463
|
|
|
$
|
8,346
|
|
|
$
|
10,423
|
|
Total debt
|
5,320
|
|
|
4,471
|
|
|
4,396
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|
|
4,349
|
|
|
3,400
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|
|||||
Other Data
|
|
|
|
|
|
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|
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||||||||||
Capital expenditures
|
$
|
197
|
|
|
$
|
227
|
|
|
$
|
271
|
|
|
$
|
175
|
|
|
$
|
181
|
|
% of sales
|
2.7
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%
|
|
3.6
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%
|
|
4.5
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|||||
Research and development expenditures
|
$
|
637
|
|
|
$
|
568
|
|
|
$
|
553
|
|
|
$
|
620
|
|
|
$
|
681
|
|
% of sales
|
8.7
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%
|
|
8.9
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%
|
|
9.2
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%
|
|
10.9
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%
|
|
11.6
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%
|
•
|
Net sales were
$7.3 billion
in
2018
compared to
$6.4 billion
in
2017
and grew in the Americas and EMEA.
|
•
|
Operating earnings were
$1.3 billion
in both
2018
and
2017
.
|
•
|
Earnings attributable to Motorola Solutions, Inc. were
$966 million
, or
$5.62
per diluted common share in
2018
, compared to losses of
$155 million
, or
$(0.95)
per diluted common share in
2017
.
|
•
|
Our operating cash flow decreased
$271 million
to
$1.1 billion
in
2018
. The decrease is driven by the $500 million contribution to our U.S. pension plan, partially offset by higher earnings.
|
•
|
We returned
$469 million
of capital in the form of
$132 million
in share repurchases and
$337 million
in dividends in
2018
and invested
$1.2 billion
in acquisitions.
|
•
|
We increased our quarterly dividend by 10% to
$0.57
per share in November
2018
.
|
•
|
Ended
2018
with a backlog position of
$10.6 billion
, up $988 million compared to
2017
.
|
•
|
In the Products and Systems Integration segment, net sales were
$5.1 billion
in
2018
, an
increase
of
$587 million
, or
13%
, compared to
$4.5 billion
in
2017
. On a geographic basis, net sales increased in the Americas and EMEA, partially offset by AP. Operating earnings were
$854 million
in
2018
, compared to
$969 million
in
2017
. Operating margin decreased in
2018
to
16.7%
from
21.5%
in
2017
driven by costs related to the closure of certain supply chain operations in Europe, an increase to an existing environmental reserve related to a legacy business, and higher expenses related to acquisitions.
|
•
|
In the Services and Software segment, net sales were
$2.2 billion
in
2018
, an
increase
of
$376 million
, or
20%
, compared to
$1.9 billion
in
2017
. On a geographic basis, net sales increased in every region. The increase in net sales was driven by growth excluding acquisitions in both Services and Software and also including the acquisitions of Plant, Kodiak Networks, and Interexport. Operating earnings were
$401 million
in
2018
, compared to
$315 million
in
2017
. Operating margin increased in
2018
to
17.9%
from
16.9%
in
2017
on higher sales and gross margin.
|
|
Years ended December 31
|
|||||||||||||||||||
(Dollars in millions, except per share amounts)
|
2018
|
|
% of
Sales ** |
|
2017
|
|
% of
Sales ** |
|
2016
|
|
% of
Sales ** |
|||||||||
Net sales from products
|
$
|
4,463
|
|
|
|
|
$
|
3,772
|
|
|
|
|
$
|
3,649
|
|
|
|
|||
Net sales from services
|
2,880
|
|
|
|
|
2,608
|
|
|
|
|
2,389
|
|
|
|
||||||
Net sales
|
7,343
|
|
|
|
|
6,380
|
|
|
|
|
6,038
|
|
|
|
||||||
Costs of product sales
|
2,035
|
|
|
45.6
|
%
|
|
1,686
|
|
|
44.7
|
%
|
|
1,649
|
|
|
45.2
|
%
|
|||
Costs of services sales
|
1,828
|
|
|
63.5
|
%
|
|
1,670
|
|
|
64.0
|
%
|
|
1,520
|
|
|
63.6
|
%
|
|||
Costs of sales
|
3,863
|
|
|
52.6
|
%
|
|
3,356
|
|
|
52.6
|
%
|
|
3,169
|
|
|
52.5
|
%
|
|||
Gross margin
|
3,480
|
|
|
47.4
|
%
|
|
3,024
|
|
|
47.4
|
%
|
|
2,869
|
|
|
47.5
|
%
|
|||
Selling, general and administrative expenses
|
1,254
|
|
|
17.1
|
%
|
|
1,025
|
|
|
16.1
|
%
|
|
1,044
|
|
|
17.3
|
%
|
|||
Research and development expenditures
|
637
|
|
|
8.7
|
%
|
|
568
|
|
|
8.9
|
%
|
|
553
|
|
|
9.2
|
%
|
|||
Other charges
|
334
|
|
|
4.5
|
%
|
|
147
|
|
|
2.3
|
%
|
|
224
|
|
|
3.7
|
%
|
|||
Operating earnings
|
1,255
|
|
|
17.1
|
%
|
|
1,284
|
|
|
20.1
|
%
|
|
1,048
|
|
|
17.4
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net
|
(222
|
)
|
|
(3.0
|
)%
|
|
(201
|
)
|
|
(3.2
|
)%
|
|
(205
|
)
|
|
(3.4
|
)%
|
|||
Gains (losses) on sales of investments and businesses, net
|
16
|
|
|
0.2
|
%
|
|
3
|
|
|
—
|
%
|
|
(6
|
)
|
|
(0.1
|
)%
|
|||
Other
|
53
|
|
|
0.7
|
%
|
|
(10
|
)
|
|
(0.2
|
)%
|
|
7
|
|
|
0.1
|
%
|
|||
Total other expense
|
(153
|
)
|
|
(2.1
|
)%
|
|
(208
|
)
|
|
(3.3
|
)%
|
|
(204
|
)
|
|
(3.4
|
)%
|
|||
Net earnings before income taxes
|
1,102
|
|
|
15.0
|
%
|
|
1,076
|
|
|
16.9
|
%
|
|
844
|
|
|
14.0
|
%
|
|||
Income tax expense
|
133
|
|
|
1.8
|
%
|
|
1,227
|
|
|
19.2
|
%
|
|
282
|
|
|
4.7
|
%
|
|||
Net earnings (loss)
|
969
|
|
|
13.2
|
%
|
|
(151
|
)
|
|
(2.4
|
)%
|
|
562
|
|
|
9.3
|
%
|
|||
Less: Earnings attributable to noncontrolling interests
|
3
|
|
|
—
|
%
|
|
4
|
|
|
0.1
|
%
|
|
2
|
|
|
—
|
%
|
|||
Net earnings (loss)*
|
$
|
966
|
|
|
13.2
|
%
|
|
$
|
(155
|
)
|
|
(2.4
|
)%
|
|
$
|
560
|
|
|
9.3
|
%
|
Earnings (loss) per diluted common share*:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Earnings per diluted common share*
|
$
|
5.62
|
|
|
|
|
$
|
(0.95
|
)
|
|
|
|
$
|
3.24
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Americas
|
69
|
%
|
|
68
|
%
|
|
68
|
%
|
EMEA
|
22
|
%
|
|
21
|
%
|
|
21
|
%
|
AP
|
9
|
%
|
|
11
|
%
|
|
11
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Years ended December 31
|
|||||||||
(In millions)
|
2018
|
|
2017
|
|
% Change
|
|||||
Net sales from Products and Systems Integration
|
$
|
5,100
|
|
|
$
|
4,513
|
|
|
13
|
%
|
Net sales from Services and Software
|
2,243
|
|
|
1,867
|
|
|
20
|
%
|
||
Net sales
|
$
|
7,343
|
|
|
$
|
6,380
|
|
|
15
|
%
|
•
|
$507 million of incremental revenue from the acquisitions of Avigilon and Plant in 2018 and Kodiak Networks and Interexport which were acquired during 2017;
|
•
|
$83 million from the adoption of Accounting Standards Codification ("ASC") 606 (see Note 1 of our consolidated financial statements); and
|
•
|
$32 million from favorable currency rates.
|
•
|
the Americas grew 17% across all products within both the Products and Systems Integration and the Services and Software segments, inclusive of incremental revenue from acquisitions;
|
•
|
EMEA grew 18% on broad-based growth within all offerings within our Products and Systems Integration and Services and Software segments, inclusive of incremental revenue from acquisitions; and
|
•
|
AP was relatively flat with growth in the Services and Software segment offset by lower Products and Systems Integration revenue.
|
•
|
$318 million of incremental revenue from the acquisitions of Avigilon in 2018 and Interexport during 2017;
|
•
|
$78 million from the adoption of ASC 606;
|
•
|
Devices revenues were up significantly due to the acquisition of Avigilon along with strong demand in the Americas and EMEA; and
|
•
|
Systems and Systems Integration revenues increased 10% in 2018, as compared to 2017 driven by incremental revenue from Avigilon, as well as system deployments in EMEA and AP.
|
•
|
$189 million of incremental revenue primarily from the acquisitions of Plant and Avigilon in 2018 and Kodiak Networks and Interexport during 2017;
|
•
|
$5 million from the adoption of ASC 606;
|
•
|
Services were up $174 million, or 9%, driven by growth in both maintenance and managed service revenues, and incremental revenue from the acquisitions of Interexport and Plant; and
|
•
|
Software was up $202 million, or 89%, driven primarily by incremental revenue from the acquisitions of Plant, Avigilon, and Kodiak Networks, and growth in our command center software suite.
|
|
Years ended December 31
|
|||||||||
(In millions)
|
2018
|
|
2017
|
|
% Change
|
|||||
Gross margin
|
$
|
3,480
|
|
|
$
|
3,024
|
|
|
15
|
%
|
•
|
higher margins within the Services and Software segment primarily driven by operational improvements and efficiencies in service delivery costs of our Services portfolio and higher margin contribution within our Software portfolio from acquisitions;
|
•
|
lower margins in the Products and Systems Integration segment primarily driven by lower margin in Systems and Systems Integration due to certain large projects where we have taken an integrator role, partially offset by higher Devices volumes; and
|
•
|
$50 million of additional reorganization of business charges (see further detail in “Reorganization of Businesses” section) primarily associated with costs related to the closure of certain supply chain operations in Europe in 2018 as compared to 2017.
|
|
Years ended December 31
|
|||||||||
(In millions)
|
2018
|
|
2017
|
|
% Change
|
|||||
Selling, general and administrative expenses
|
$
|
1,254
|
|
|
$
|
1,025
|
|
|
22
|
%
|
|
Years ended December 31
|
|||||||||
(In millions)
|
2018
|
|
2017
|
|
% Change
|
|||||
Research and development expenditures
|
$
|
637
|
|
|
$
|
568
|
|
|
12
|
%
|
|
Years ended December 31
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Other charges
|
$
|
334
|
|
|
$
|
147
|
|
•
|
$188 million
of amortization of intangibles in 2018 compared to
$151 million
in 2017, driven by 2018 acquisitions;
|
•
|
$61 million
of net reorganization of business charges in 2018 as compared to
$33 million
in 2017, with higher charges coming in 2018 as we continue to integrate acquisitions (see further detail in “Reorganization of Businesses” section);
|
•
|
a $57 million charge in 2018 related to ongoing remediation efforts for an environmental clean-up incurred by a legacy business (see Note 3 of our consolidated financial statements);
|
•
|
a gain of
$47 million
in 2017, related to the recovery of financial receivables owed to us by a former customer of a legacy business; and
|
•
|
$24 million
of charges for acquisition-related transaction fees in 2018 as compared to
$1 million
in 2017
.
|
|
Years ended December 31
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Operating earnings from Products and Systems Integration
|
$
|
854
|
|
|
$
|
969
|
|
Operating earnings from Services and Software
|
401
|
|
|
315
|
|
||
Operating earnings
|
$
|
1,255
|
|
|
$
|
1,284
|
|
•
|
Products and Systems Integration was down $115 million from 2017 to 2018, driven by: (i) $69 million more reorganization of business expenses, (ii) environmental reserve expenses of $40 million in 2018, (iii) $28 million more intangible amortization driven by acquisitions, and (iv) $12 million of acquisition-related transaction fees; and
|
•
|
partially offset by the Services and Software segment, which was up $86 million from 2017 to 2018, driven by higher sales and partially offset by: (i) environmental reserve expenses of $17 million in 2018, (ii) $9 million more reorganization of business expenses, (iii) $9 million more intangible amortization from 2018 acquisitions, and (iv) $11 million more of acquisition-related transactions fees.
|
|
Years ended December 31
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Interest expense, net
|
$
|
(222
|
)
|
|
$
|
(201
|
)
|
•
|
$500 million of Senior notes due in 2028, that were used to make a voluntary contribution to the U.S. pension plan, issued during the first quarter of 2018;
|
•
|
$400 million term loan due in 2021 ("the Term Loan") that was issued during the first quarter of 2018 and was used to complete the acquisition of Avigilon;
|
•
|
$400 million borrowed under our revolving credit facility at the end of the first quarter of 2018 and repaid throughout the year; and
|
•
|
$200 million of follow-on Senior notes due in 2028, issued in the third quarter of 2018, which were used to repurchase $200 million of Convertible Notes.
|
|
Years ended December 31
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Gains (losses) on sales of investments and businesses, net
|
$
|
16
|
|
|
$
|
3
|
|
|
Years ended December 31
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Other income (expense)
|
$
|
53
|
|
|
$
|
(10
|
)
|
•
|
$75 million
of net periodic pension and postretirement benefit in 2018 as compared to
$46 million
in 2017;
|
•
|
$48 million
of losses on settlements within our U.K. defined benefit plan during 2017 with no activity in 2018;
|
•
|
$11 million of favorable fair value adjustments to investments;
|
•
|
a $6 million gain from the repurchase of $200 million of our Convertible Notes in 2018,
|
•
|
foreign currency losses of
$24 million
in 2018 as compared to $31 million of losses in 2017; and
|
•
|
a
$14 million
loss
on derivative instruments in 2018, as compared to a gain of
$15 million
in 2017.
|
|
Years ended December 31
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Income tax expense
|
$
|
133
|
|
|
$
|
1,227
|
|
•
|
a $79 million benefit related to updates of the provisional amounts on the impact of the Tax Act; and
|
•
|
a $30 million benefit due to the recognition of excess tax benefits on share-based compensation.
|
•
|
a $471 million valuation allowance against U.S. foreign tax credit carryforwards; and
|
•
|
income tax expense of $366 million from the remeasurement of our deferred tax balances at the lower federal tax rate of 21%.
|
|
Years ended December 31
|
|||||||||
(In millions)
|
2017
|
|
2016
|
|
% Change
|
|||||
Net sales from Products and Systems Integration
|
$
|
4,513
|
|
|
$
|
4,394
|
|
|
3
|
%
|
Net sales from Services and Software
|
1,867
|
|
|
1,644
|
|
|
14
|
%
|
||
Net sales
|
$
|
6,380
|
|
|
$
|
6,038
|
|
|
6
|
%
|
•
|
$186 million of incremental revenue from the acquisitions of Interexport and Kodiak Networks in 2017 and Spillman and Airwave which were acquired during 2016; and
|
•
|
$8 million from favorable currency rates.
|
•
|
the Americas grew 7% due to increases in the Services and Software segment, inclusive of incremental revenue from acquisitions, as well as in Systems and System Integration, offset by a slight decrease in Device revenues;
|
•
|
EMEA grew 5% across all portfolios within our Products and Systems Integration segment, as well as within our Services and Software segment, inclusive of incremental revenues from Airwave; and
|
•
|
AP grew 1% due to increases in both Devices and Systems and Systems Integration within our Products and Systems Integration segment, partially offset by a slight decrease in our Services and Software segment.
|
•
|
Systems and Systems Integration revenues increased 5% in 2017 as compared to 2016 driven by system deployments in the Americas and $19 million of incremental revenue from the acquisition of Interexport in 2017; and
|
•
|
an increase in Devices in every region.
|
•
|
$167 million of incremental revenue from the acquisitions of Interexport and Kodiak Networks in 2017 and Spillman and Airwave in 2016;
|
•
|
Services were up $128 million, or 8%, driven by incremental revenue from the acquisitions of Interexport and Airwave as well as growth in maintenance services and managed service revenues; and
|
•
|
Software was up $95 million, or 72%, driven primarily by incremental revenue from the acquisitions of Spillman and Kodiak Networks, in addition to higher command center software sales not attributed to acquisitions.
|
|
Years ended December 31
|
|||||||||
(In millions)
|
2017
|
|
2016
|
|
% Change
|
|||||
Gross margin
|
$
|
3,024
|
|
|
$
|
2,869
|
|
|
5
|
%
|
•
|
lower margins within the Services and Software segment driven by the acquisition of Interexport which is a managed services provider with lower gross margins than the segment total; partially offset by higher gross margin associated with the Spillman acquisition; and
|
•
|
lower margins within the Products and Systems Integration segment driven by a slight decline in our Devices margins due to product mix, partially offset by higher margins within our Systems and Systems Integration portfolio due to a favorable mix of projects
.
|
|
Years ended December 31
|
|||||||||
(In millions)
|
2017
|
|
2016
|
|
% Change
|
|||||
Selling, general and administrative expenses
|
$
|
1,025
|
|
|
$
|
1,044
|
|
|
(2
|
)%
|
|
Years ended December 31
|
|||||||||
(In millions)
|
2017
|
|
2016
|
|
% Change
|
|||||
Research and development expenditures
|
$
|
568
|
|
|
$
|
553
|
|
|
3
|
%
|
|
Years ended December 31
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Other charges
|
$
|
147
|
|
|
$
|
224
|
|
•
|
$33 million
of reorganization of business charges in 2017 as compared to
$97 million
including a
$17 million
building impairment and a
$3 million
impairment of our corporate aircraft in 2016;
|
•
|
a gain of
$47 million
in 2017 related to the recovery of financial receivables owed to us by a former customer of a legacy business;
|
•
|
$1 million
of acquisition related transaction fees in 2017 as compared to
$13 million
in 2016; and
|
•
|
partially offset by
$151 million
of amortization of intangibles in 2017 compared to
$113 million
in 2016, driven primarily by 2017 acquisitions.
|
|
Years ended December 31
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Operating earnings from Products and Systems Integration
|
$
|
969
|
|
|
$
|
762
|
|
Operating earnings from Services and Software
|
315
|
|
|
286
|
|
||
Operating earnings
|
$
|
1,284
|
|
|
$
|
1,048
|
|
•
|
Products and Systems Integration was up $207 million from 2016 to 2017, primarily driven by: (i) $73 million less reorganization of business expenses, (ii) $33 million of income related to the recovery of financial receivables owed to us by a former customer of a legacy business, (iii) higher earnings, and (iv) lower SG&A and R&D expenses; and
|
•
|
Services and Software was up $29 million from 2016 to 2017, primarily driven by: (i) higher earnings, (ii) $23 million less reorganization of business expenses, (iii) $14 million of income related to the recovery of financial receivables owed to us by a former customer of a legacy business, and (iv) $12 million less acquisition-related transaction fees, partially offset by $37 million more intangible amortization driven by acquisitions.
|
|
Years ended December 31
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Interest expense, net
|
$
|
(201
|
)
|
|
$
|
(205
|
)
|
|
Years ended December 31
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Gains (losses) on sales of investments and businesses, net
|
$
|
3
|
|
|
$
|
(6
|
)
|
•
|
a $19 million loss on the sale of an investment in U.K. treasury securities liquidated in order to purchase Airwave;
|
•
|
a $7 million loss from the sale of our Malaysia manufacturing operations; and
|
•
|
partially offset by
$20 million of gains on the sales of equity investments.
|
|
Years ended December 31
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Other income (expense)
|
$
|
(10
|
)
|
|
$
|
7
|
|
•
|
$48 million
of losses on settlements within our U.K. defined benefit plan in 2017 compared to
$26 million
in 2016;
|
•
|
foreign currency losses of
$31 million
in 2017 compared to
$46 million
of gains in 2016;
|
•
|
a
$46 million
net periodic pension and postretirement benefit in 2017 compared to
$45 million
in 2016;
|
•
|
a
$15 million
gain
on derivative instruments in 2017 compared to a
$56 million
loss
in 2016; and
|
•
|
a
$10 million
foreign currency loss on British Pounds purchased and held in anticipation of the acquisition of Airwave in 2016.
|
|
Years ended December 31
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Income tax expense
|
$
|
1,227
|
|
|
$
|
282
|
|
•
|
a $471 million valuation allowance against U.S. foreign tax credit carryforwards; and
|
•
|
income tax expense of $366 million from the remeasurement of our deferred tax balances at the lower federal tax rate of 21%.
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Products and Systems Integration
|
$
|
101
|
|
|
$
|
32
|
|
|
$
|
107
|
|
Services and Software
|
19
|
|
|
10
|
|
|
33
|
|
|||
|
$
|
120
|
|
|
$
|
42
|
|
|
$
|
140
|
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,075
|
|
|
$
|
1,346
|
|
|
$
|
1,165
|
|
Investing activities
|
(1,266
|
)
|
|
(448
|
)
|
|
(1,002
|
)
|
|||
Financing activities
|
220
|
|
|
(722
|
)
|
|
(1,042
|
)
|
|||
Effect of exchange rates on cash, cash equivalents, and restricted cash
|
(40
|
)
|
|
62
|
|
|
(71
|
)
|
|||
Increase (decrease) in cash, cash equivalents, and restricted cash
|
$
|
(11
|
)
|
|
$
|
238
|
|
|
$
|
(950
|
)
|
•
|
a $500 million debt-funded voluntary contribution to our U.S. pension plan in the first quarter of 2018, compared to no material contributions to our U.S. pension plans in 2017;
|
•
|
a $51 million payment out of restricted cash related to a settlement arising from a legacy business in 2018, as compared to the recovery of $47 million of financial receivables owed to us by a former customer of a legacy business in 2017;
|
•
|
$28 million of higher interest payments driven by additional debt issued in 2018 as compared to 2017; and
|
•
|
partially offset by higher earnings in 2018 as compared to 2017.
|
•
|
higher operating earnings in 2017 as compared to 2016;
|
•
|
improved net working capital in 2017 as compared to 2016; and
|
•
|
partially offset by $56 million of higher tax payments in 2017 as compared to 2016 when we received certain refunds in the U.S. and foreign jurisdictions.
|
•
|
a $760 million increase in acquisitions and investments, primarily driven by the purchases of Avigilon and Plant Holdings for $903 million, and $237 million, respectively, as compared to 2017 when we made acquisitions of Kodiak Networks and Interexport for $225 million and $55 million, respectively; and
|
•
|
$88 million of lower proceeds from sales of investments and businesses, driven by the $60 million of excess cash withdrawn from company-sponsored life insurance investments in 2018, as compared to $183 million of cash received from short-term government securities that were previously maintained in foreign countries in 2017; and
|
•
|
partially offset by $30 million lower capital expenditures in 2018 as compared 2017, due to lower information technology ("IT") spend as we completed our ERP implementation in 2017, as well as lower facilities spend.
|
•
|
a $1.1 billion decrease in acquisitions and investments, driven by the purchase of Airwave for $1.0 billion and $217 million for Spillman in 2016, as compared to 2017 when we made acquisitions of Kodiak Networks and Interexport for $225 million and $55 million, respectively;
|
•
|
a $487 million decrease in sales of investments and businesses, driven by the liquidation of $382 million of short-term government securities used to acquire Airwave, the sale of $242 million of short-term debt and equity securities, and $46 million from the sale of our Penang, Malaysia supply chain operations to an outsourced manufacturer in 2016, as compared to the sale of $183 million of short-term government securities previously maintained in foreign countries;
|
•
|
a decrease in capital spending in 2017 from 2016 driven by lower facilities spend as we completed refresh activities around our regional and corporate headquarters, lower spend on customer networks, and partially offset by higher IT expenditures as we worked towards the completion of our ERP implementation in 2017; and
|
•
|
a decrease in sales of property, plant, and equipment driven by proceeds received in 2016 of $73 million from the sale of buildings and land associated with the sale of our Schaumburg campus and the sale of our aging corporate aircraft.
|
•
|
the issuance of $500 million of 4.60% Senior notes due 2028 in the first quarter of 2018, of which the proceeds were contributed to our U.S. pension plan;
|
•
|
we entered into the Term Loan for $400 million in the first quarter of 2018 with a maturity date of March 26, 2021 to complete the acquisition of Avigilon;
|
•
|
$400 million borrowing from our revolving credit facility in the first quarter of 2018 to complete the acquisition of Avigilon, repaying the full $400 million throughout 2018;
|
•
|
in the third quarter of 2018, we issued an additional $200 million on the outstanding 4.60% Senior notes due in 2028, of which the proceeds were used to repurchase $200 million of our outstanding convertible note with Silver Lake Partners;
|
•
|
$169 million of cash was used during the third quarter of 2018 to pay the conversion premium on the repurchase of our convertible note with Silver Lake Partners;
|
•
|
$76 million used in the fourth quarter of 2018 to pay a contractually-defined deferred purchase price of Airwave;
|
•
|
$168 million
of net proceeds from the issuance of common stock in connection with our employee stock option and employee stock purchase plans in 2018, as compared to $82 million in 2017;
|
•
|
$337 million
of cash used for the payment of dividends in 2018 as compared to $307 million in 2017; and
|
•
|
partially offset by
$132 million
used for purchases under our share repurchase program in 2018 as compared to $483 million in 2017.
|
•
|
$483 million
used for purchases under our share repurchase program in 2017, as compared to
$842 million
in 2016;
|
•
|
a $675 million term loan issued in 2016 to complete the purchase of Airwave, of which the entire term loan was repaid by the end of 2016; and
|
•
|
partially offset by
$307 million
of cash used for the payment of dividends in 2017, as compared to $280 million in 2016.
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Accounts receivable sales proceeds
|
$
|
77
|
|
|
$
|
193
|
|
|
$
|
51
|
|
Long-term receivables sales proceeds
|
270
|
|
|
284
|
|
|
289
|
|
|||
Total proceeds from receivable sales
|
$
|
347
|
|
|
$
|
477
|
|
|
$
|
340
|
|
Year
|
Shares Repurchased (in millions)
|
|
Average Price
|
|
Aggregate Amount (in millions)
|
|||||
2018
|
1.2
|
|
|
$
|
112.42
|
|
|
$
|
132
|
|
2017
|
5.7
|
|
|
85.32
|
|
|
483
|
|
||
2016
|
12.0
|
|
|
70.28
|
|
|
842
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||||||
(in millions)
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Uncertain
Timeframe |
|
Thereafter
|
||||||||||||||||
Long-term debt obligations, gross
|
$
|
5,382
|
|
|
$
|
31
|
|
|
$
|
801
|
|
|
$
|
810
|
|
|
$
|
767
|
|
|
$
|
604
|
|
|
$
|
—
|
|
|
$
|
2,369
|
|
Lease obligations
|
722
|
|
|
131
|
|
|
120
|
|
|
112
|
|
|
101
|
|
|
54
|
|
|
—
|
|
|
204
|
|
||||||||
Purchase obligations*
|
124
|
|
|
92
|
|
|
16
|
|
|
12
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||||
Tax obligations
|
76
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
||||||||
Total contractual obligations
|
$
|
6,304
|
|
|
$
|
265
|
|
|
$
|
937
|
|
|
$
|
934
|
|
|
$
|
871
|
|
|
$
|
659
|
|
|
$
|
65
|
|
|
$
|
2,573
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
2018
|
|
2017
|
||||
British Pound
|
$
|
139
|
|
|
$
|
72
|
|
Euro
|
89
|
|
|
149
|
|
||
Australian Dollar
|
(105
|
)
|
|
(64
|
)
|
||
Chinese Renminbi
|
(55
|
)
|
|
(73
|
)
|
||
Brazilian Real
|
(41
|
)
|
|
(45
|
)
|
|
Years ended December 31
|
||||||||||
(In millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales from products
|
$
|
4,463
|
|
|
$
|
3,772
|
|
|
$
|
3,649
|
|
Net sales from services
|
2,880
|
|
|
2,608
|
|
|
2,389
|
|
|||
Net sales
|
7,343
|
|
|
6,380
|
|
|
6,038
|
|
|||
Costs of products sales
|
2,035
|
|
|
1,686
|
|
|
1,649
|
|
|||
Costs of services sales
|
1,828
|
|
|
1,670
|
|
|
1,520
|
|
|||
Costs of sales
|
3,863
|
|
|
3,356
|
|
|
3,169
|
|
|||
Gross margin
|
3,480
|
|
|
3,024
|
|
|
2,869
|
|
|||
Selling, general and administrative expenses
|
1,254
|
|
|
1,025
|
|
|
1,044
|
|
|||
Research and development expenditures
|
637
|
|
|
568
|
|
|
553
|
|
|||
Other charges
|
334
|
|
|
147
|
|
|
224
|
|
|||
Operating earnings
|
1,255
|
|
|
1,284
|
|
|
1,048
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense, net
|
(222
|
)
|
|
(201
|
)
|
|
(205
|
)
|
|||
Gains (losses) on sales of investments and businesses, net
|
16
|
|
|
3
|
|
|
(6
|
)
|
|||
Other
|
53
|
|
|
(10
|
)
|
|
7
|
|
|||
Total other expense
|
(153
|
)
|
|
(208
|
)
|
|
(204
|
)
|
|||
Net earnings before income taxes
|
1,102
|
|
|
1,076
|
|
|
844
|
|
|||
Income tax expense
|
133
|
|
|
1,227
|
|
|
282
|
|
|||
Net earnings (loss)
|
969
|
|
|
(151
|
)
|
|
562
|
|
|||
Less: Earnings attributable to noncontrolling interests
|
3
|
|
|
4
|
|
|
2
|
|
|||
Net earnings (loss) attributable to Motorola Solutions, Inc.
|
$
|
966
|
|
|
$
|
(155
|
)
|
|
$
|
560
|
|
Earnings (loss) per common share:
|
|
|
|
|
|
||||||
Basic:
|
$
|
5.95
|
|
|
$
|
(0.95
|
)
|
|
$
|
3.30
|
|
Diluted:
|
5.62
|
|
|
(0.95
|
)
|
|
3.24
|
|
|||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
162.4
|
|
|
162.9
|
|
|
169.6
|
|
|||
Diluted
|
172.0
|
|
|
162.9
|
|
|
173.1
|
|
|||
Dividends declared per share
|
$
|
2.13
|
|
|
$
|
1.93
|
|
|
$
|
1.70
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net earnings (loss)
|
$
|
969
|
|
|
$
|
(151
|
)
|
|
$
|
562
|
|
Other comprehensive income (loss), net of tax (Note 3):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(91
|
)
|
|
141
|
|
|
(228
|
)
|
|||
Marketable securities
|
(6
|
)
|
|
6
|
|
|
3
|
|
|||
Defined benefit plans
|
(106
|
)
|
|
(392
|
)
|
|
(226
|
)
|
|||
Total other comprehensive loss, net of tax
|
(203
|
)
|
|
(245
|
)
|
|
(451
|
)
|
|||
Comprehensive income (loss)
|
766
|
|
|
(396
|
)
|
|
111
|
|
|||
Less: Earnings attributable to noncontrolling interest
|
3
|
|
|
4
|
|
|
2
|
|
|||
Comprehensive income (loss) attributable to Motorola Solutions, Inc. common shareholders
|
$
|
763
|
|
|
$
|
(400
|
)
|
|
$
|
109
|
|
|
December 31
|
||||||
(In millions, except par value)
|
2018
|
|
2017
|
||||
ASSETS
|
|||||||
Cash and cash equivalents
|
$
|
1,246
|
|
|
$
|
1,205
|
|
Restricted cash
|
11
|
|
|
63
|
|
||
Total cash and cash equivalents
|
1,257
|
|
|
1,268
|
|
||
Accounts receivable, net
|
1,293
|
|
|
1,523
|
|
||
Contract assets
|
1,012
|
|
|
—
|
|
||
Inventories, net
|
356
|
|
|
327
|
|
||
Other current assets
|
354
|
|
|
832
|
|
||
Total current assets
|
4,272
|
|
|
3,950
|
|
||
Property, plant and equipment, net
|
895
|
|
|
856
|
|
||
Investments
|
169
|
|
|
247
|
|
||
Deferred income taxes
|
985
|
|
|
1,023
|
|
||
Goodwill
|
1,514
|
|
|
938
|
|
||
Intangible assets, net
|
1,230
|
|
|
861
|
|
||
Other assets
|
344
|
|
|
333
|
|
||
Total assets
|
$
|
9,409
|
|
|
$
|
8,208
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current portion of long-term debt
|
$
|
31
|
|
|
$
|
52
|
|
Accounts payable
|
592
|
|
|
593
|
|
||
Contract liabilities
|
1,263
|
|
|
—
|
|
||
Accrued liabilities
|
1,210
|
|
|
2,286
|
|
||
Total current liabilities
|
3,096
|
|
|
2,931
|
|
||
Long-term debt
|
5,289
|
|
|
4,419
|
|
||
Other liabilities
|
2,300
|
|
|
2,585
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $100 par value
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value:
|
2
|
|
|
2
|
|
||
Authorized shares: 600.0
|
|
|
|
||||
Issued shares: 12/31/18—164.0; 12/31/17—161.6
|
|
|
|
||||
Outstanding shares: 12/31/18—163.5; 12/31/17—161.2
|
|
|
|
||||
Additional paid-in capital
|
419
|
|
|
351
|
|
||
Retained earnings
|
1,051
|
|
|
467
|
|
||
Accumulated other comprehensive loss
|
(2,765
|
)
|
|
(2,562
|
)
|
||
Total Motorola Solutions, Inc. stockholders’ equity (deficit)
|
(1,293
|
)
|
|
(1,742
|
)
|
||
Noncontrolling interests
|
17
|
|
|
15
|
|
||
Total stockholders’ equity (deficit)
|
(1,276
|
)
|
|
(1,727
|
)
|
||
Total liabilities and stockholders’ equity
|
$
|
9,409
|
|
|
$
|
8,208
|
|
(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, 2016
|
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
|
|
|
|
|
|
|
|
(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 in subsidiary common stock
|
|
|
|
|
|
|
|
|
(1
|
)
|
||||||||
Dividends declared
|
|
|
|
|
|
|
(313
|
)
|
|
|
|
|||||||
Balance as of December 31, 2017
|
161.6
|
|
|
$
|
353
|
|
|
$
|
(2,562
|
)
|
|
$
|
467
|
|
|
$
|
15
|
|
Net earnings
|
|
|
|
|
|
|
966
|
|
|
3
|
|
|||||||
Other comprehensive loss
|
|
|
|
|
(203
|
)
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
3.6
|
|
|
168
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(1.2
|
)
|
|
|
|
|
|
(132
|
)
|
|
|
|||||||
ASU 2016-16 modified retrospective adoption
|
|
|
|
|
|
|
(31
|
)
|
|
|
||||||||
Share-based compensation expense
|
|
|
73
|
|
|
|
|
|
|
|
||||||||
ASU 2014-09 modified retrospective adoption
|
|
|
|
|
|
|
127
|
|
|
|||||||||
Dividends paid to noncontrolling interest in subsidiary common stock
|
|
|
|
|
|
|
|
|
(1
|
)
|
||||||||
Dividends declared
|
|
|
|
|
|
|
|
|
(346
|
)
|
|
|
||||||
Repurchase of senior convertible notes
|
|
|
|
(173
|
)
|
|
|
|
|
|
|
|||||||
Balance as of December 31, 2018
|
164.0
|
|
|
$
|
421
|
|
|
$
|
(2,765
|
)
|
|
$
|
1,051
|
|
|
$
|
17
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating
|
|
|
|
|
|
||||||
Net earnings (loss) attributable to Motorola Solutions, Inc.
|
$
|
966
|
|
|
$
|
(155
|
)
|
|
$
|
560
|
|
Earnings attributable to noncontrolling interests
|
3
|
|
|
4
|
|
|
2
|
|
|||
Net earnings (loss)
|
969
|
|
|
(151
|
)
|
|
562
|
|
|||
Adjustments to reconcile Net earnings (loss) to Net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
360
|
|
|
343
|
|
|
295
|
|
|||
Non-cash other charges
|
56
|
|
|
32
|
|
|
54
|
|
|||
Non-U.S. pension settlement loss
|
—
|
|
|
48
|
|
|
26
|
|
|||
Share-based compensation expense
|
73
|
|
|
66
|
|
|
68
|
|
|||
Loss (gains) on sales of investments and businesses, net
|
(16
|
)
|
|
(3
|
)
|
|
6
|
|
|||
Loss (gain) from the extinguishment of long term debt
|
(6
|
)
|
|
—
|
|
|
2
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions, dispositions, and foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Accounts receivable
|
62
|
|
|
(60
|
)
|
|
(6
|
)
|
|||
Inventories
|
71
|
|
|
(46
|
)
|
|
6
|
|
|||
Other current assets and contract assets
|
(251
|
)
|
|
(99
|
)
|
|
(185
|
)
|
|||
Accounts payable, accrued liabilities, and contract liabilities
|
271
|
|
|
160
|
|
|
241
|
|
|||
Other assets and liabilities
|
(523
|
)
|
|
(44
|
)
|
|
(117
|
)
|
|||
Deferred income taxes
|
9
|
|
|
1,100
|
|
|
213
|
|
|||
Net cash provided by operating activities
|
1,075
|
|
|
1,346
|
|
|
1,165
|
|
|||
Investing
|
|
|
|
|
|
||||||
Acquisitions and investments, net
|
(1,164
|
)
|
|
(404
|
)
|
|
(1,474
|
)
|
|||
Proceeds from sales of investments
|
95
|
|
|
183
|
|
|
670
|
|
|||
Capital expenditures
|
(197
|
)
|
|
(227
|
)
|
|
(271
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
—
|
|
|
—
|
|
|
73
|
|
|||
Net cash used for investing activities
|
(1,266
|
)
|
|
(448
|
)
|
|
(1,002
|
)
|
|||
Financing
|
|
|
|
|
|
||||||
Repayment of debt
|
(723
|
)
|
|
(21
|
)
|
|
(686
|
)
|
|||
Net proceeds from issuance of debt
|
1,490
|
|
|
10
|
|
|
673
|
|
|||
Issuance of common stock
|
168
|
|
|
82
|
|
|
93
|
|
|||
Purchase of common stock
|
(132
|
)
|
|
(483
|
)
|
|
(842
|
)
|
|||
Settlement of conversion premium on convertible debt
|
(169
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of dividends
|
(337
|
)
|
|
(307
|
)
|
|
(280
|
)
|
|||
Payment of dividends to non-controlling interest
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Deferred acquisition costs
|
(76
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Net cash provided by (used for) financing activities
|
220
|
|
|
(722
|
)
|
|
(1,042
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(40
|
)
|
|
62
|
|
|
(71
|
)
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(11
|
)
|
|
238
|
|
|
(950
|
)
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
1,268
|
|
|
1,030
|
|
|
1,980
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
1,257
|
|
|
$
|
1,268
|
|
|
$
|
1,030
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest, net
|
$
|
204
|
|
|
$
|
176
|
|
|
$
|
191
|
|
Income and withholding taxes, net of refunds
|
119
|
|
|
122
|
|
|
66
|
|
(In millions)
|
December 31,
2017 |
|
Reclassification of Contract Assets
|
|
Reclassification of Non-customer receivables
|
|
Reclassification of Contract Liabilities
|
|
Impact of Adoption on Open Contracts
|
|
January 1,
2018 |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Accounts receivable, net
|
$
|
1,523
|
|
|
$
|
(297
|
)
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
1,198
|
|
Contract assets
|
—
|
|
|
846
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
931
|
|
||||||
Inventories, net
|
327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
328
|
|
||||||
Other current assets
|
832
|
|
|
(549
|
)
|
|
24
|
|
|
—
|
|
|
(23
|
)
|
|
284
|
|
||||||
Deferred income taxes
|
1,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
982
|
|
||||||
Other assets
|
333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
418
|
|
||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Contract liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,099
|
|
|
$
|
(17
|
)
|
|
$
|
1,082
|
|
Accrued liabilities
|
2,286
|
|
|
—
|
|
|
—
|
|
|
(1,099
|
)
|
|
—
|
|
|
1,187
|
|
||||||
Other liabilities
|
2,585
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
2,578
|
|
||||||
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retained earnings
|
467
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
594
|
|
|
Year Ended
|
||||||||||
(In millions)
|
December 31, 2018
|
|
Adjustments due to ASC 606
|
|
December 31, 2018 Balances Under ASC 605
|
||||||
Net sales
|
$
|
7,343
|
|
|
$
|
(83
|
)
|
|
$
|
7,260
|
|
Gross margin
|
3,480
|
|
|
(82
|
)
|
|
3,398
|
|
|||
Selling, general and administrative expenses
|
1,254
|
|
|
(64
|
)
|
|
1,190
|
|
|||
Operating earnings
|
1,255
|
|
|
(18
|
)
|
|
1,237
|
|
|||
Net earnings before income taxes
|
1,102
|
|
|
(18
|
)
|
|
1,084
|
|
|||
Net earnings attributable to Motorola Solutions Inc.
|
966
|
|
|
(18
|
)
|
|
948
|
|
(In millions)
|
December 31,
2018 |
|
Adjustments due to ASC 606
|
|
December 31, 2018 Balances Under ASC 605
|
||||||
ASSETS
|
|||||||||||
Accounts receivable, net
|
$
|
1,293
|
|
|
$
|
416
|
|
|
$
|
1,709
|
|
Contract assets
|
1,012
|
|
|
(1,012
|
)
|
|
—
|
|
|||
Other current assets
|
354
|
|
|
531
|
|
|
885
|
|
|||
Deferred income taxes
|
985
|
|
|
41
|
|
|
1,026
|
|
|||
Other assets
|
344
|
|
|
(99
|
)
|
|
245
|
|
|||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|||||||||||
Contract liabilities
|
$
|
1,263
|
|
|
$
|
(1,263
|
)
|
|
$
|
—
|
|
Accrued liabilities
|
1,210
|
|
|
1,275
|
|
|
2,485
|
|
|||
Other liabilities
|
2,300
|
|
|
10
|
|
|
2,310
|
|
|||
Stockholders’ Equity
|
|
|
|
|
|
||||||
Retained earnings
|
1,051
|
|
|
(145
|
)
|
|
906
|
|
(in millions)
|
Products and Systems Integration
|
|
Services and Software
|
||||
Regions
|
|
|
|
||||
Americas
|
$
|
3,743
|
|
|
$
|
1,320
|
|
EMEA
|
845
|
|
|
755
|
|
||
Asia Pacific
|
512
|
|
|
168
|
|
||
Total
|
$
|
5,100
|
|
|
$
|
2,243
|
|
|
|
|
|
||||
Major Products and Services
|
|
|
|
||||
Devices
|
$
|
3,216
|
|
|
$
|
—
|
|
Systems and Systems Integration
|
1,884
|
|
|
—
|
|
||
Services
|
—
|
|
|
1,815
|
|
||
Software
|
—
|
|
|
428
|
|
||
Total
|
$
|
5,100
|
|
|
$
|
2,243
|
|
|
|
|
|
||||
Customer Type
|
|
|
|
||||
Direct
|
$
|
3,317
|
|
|
$
|
2,134
|
|
Indirect
|
1,783
|
|
|
109
|
|
||
Total
|
$
|
5,100
|
|
|
$
|
2,243
|
|
(in millions)
|
December 31, 2018
|
|
|
January 1, 2018
|
|
||
Receivables
|
$
|
1,293
|
|
|
$
|
1,198
|
|
Contract assets
|
1,012
|
|
|
931
|
|
||
Contract liabilities
|
1,263
|
|
|
1,082
|
|
||
Non-current contract liabilities
|
214
|
|
|
162
|
|
(in millions)
|
December 31, 2018
|
|
|
January 1, 2018
|
|
||
Current contract cost assets
|
$
|
30
|
|
|
$
|
62
|
|
Non-current contract cost assets
|
98
|
|
|
85
|
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Other charges (income):
|
|
|
|
|
|
||||||
Intangibles amortization (Note 14)
|
$
|
188
|
|
|
$
|
151
|
|
|
$
|
113
|
|
Reorganization of businesses (Note 13)
|
61
|
|
|
33
|
|
|
77
|
|
|||
Loss (gain) on legal settlements
|
3
|
|
|
(1
|
)
|
|
—
|
|
|||
Asset impairments
|
1
|
|
|
10
|
|
|
21
|
|
|||
Environmental reserve expense
|
57
|
|
|
—
|
|
|
—
|
|
|||
Gain on the recovery of financial receivables
|
—
|
|
|
(47
|
)
|
|
—
|
|
|||
Acquisition-related transaction fees
|
24
|
|
|
1
|
|
|
13
|
|
|||
|
$
|
334
|
|
|
$
|
147
|
|
|
$
|
224
|
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense, net:
|
|
|
|
|
|
||||||
Interest expense
|
$
|
(240
|
)
|
|
$
|
(215
|
)
|
|
$
|
(225
|
)
|
Interest income
|
18
|
|
|
14
|
|
|
20
|
|
|||
|
$
|
(222
|
)
|
|
$
|
(201
|
)
|
|
$
|
(205
|
)
|
Other:
|
|
|
|
|
|
||||||
Net periodic pension and postretirement benefit (Note 7)
|
$
|
75
|
|
|
$
|
46
|
|
|
$
|
45
|
|
Non-U.S. pension settlement loss (Note 7)
|
—
|
|
|
(48
|
)
|
|
(26
|
)
|
|||
Gain (loss) from the extinguishment of long-term debt (Note 4)
|
6
|
|
|
—
|
|
|
(2
|
)
|
|||
Investment impairments
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Foreign currency gain (loss)
|
(24
|
)
|
|
(31
|
)
|
|
46
|
|
|||
Gain (loss) on derivative instruments
|
(14
|
)
|
|
15
|
|
|
(56
|
)
|
|||
Gains on equity method investments
|
1
|
|
|
1
|
|
|
5
|
|
|||
Fair value adjustments to equity investments
|
11
|
|
|
—
|
|
|
—
|
|
|||
Realized foreign currency loss on acquisition
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Other
|
3
|
|
|
7
|
|
|
9
|
|
|||
|
$
|
53
|
|
|
$
|
(10
|
)
|
|
$
|
7
|
|
|
Amounts attributable to Motorola Solutions, Inc. common stockholders
|
||||||||||
|
Net Earnings (loss)
|
||||||||||
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
||||||
Earnings (loss)
|
$
|
966
|
|
|
$
|
(155
|
)
|
|
$
|
560
|
|
Weighted average common shares outstanding
|
162.4
|
|
|
162.9
|
|
|
169.6
|
|
|||
Per share amount
|
$
|
5.95
|
|
|
$
|
(0.95
|
)
|
|
$
|
3.30
|
|
Diluted earnings per common share:
|
|
|
|
|
|
||||||
Earnings (loss)
|
$
|
966
|
|
|
$
|
(155
|
)
|
|
$
|
560
|
|
Weighted average common shares outstanding
|
162.4
|
|
|
162.9
|
|
|
169.6
|
|
|||
Add effect of dilutive securities:
|
|
|
|
|
|
||||||
Share-based awards
|
4.2
|
|
|
—
|
|
|
2.7
|
|
|||
Senior Convertible Notes
|
5.4
|
|
|
—
|
|
|
0.8
|
|
|||
Diluted weighted average common shares outstanding
|
172.0
|
|
|
162.9
|
|
|
173.1
|
|
|||
Per share amount
|
$
|
5.62
|
|
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
December 31
|
2018
|
|
2017
|
||||
Accounts receivable
|
$
|
1,344
|
|
|
$
|
1,568
|
|
Less allowance for doubtful accounts
|
(51
|
)
|
|
(45
|
)
|
||
|
$
|
1,293
|
|
|
$
|
1,523
|
|
December 31
|
2018
|
|
2017
|
||||
Finished goods
|
$
|
206
|
|
|
$
|
178
|
|
Work-in-process and production materials
|
293
|
|
|
282
|
|
||
|
499
|
|
|
460
|
|
||
Less inventory reserves
|
(143
|
)
|
|
(133
|
)
|
||
|
$
|
356
|
|
|
$
|
327
|
|
December 31
|
2018
|
|
2017
|
||||
Costs and earnings in excess of billings (Note 1)
|
$
|
—
|
|
|
$
|
549
|
|
Current contract cost assets (Note 2)
|
30
|
|
|
62
|
|
||
Tax-related refunds receivables and prepayments
|
138
|
|
|
90
|
|
||
Other
|
186
|
|
|
131
|
|
||
|
$
|
354
|
|
|
$
|
832
|
|
December 31
|
2018
|
|
2017
|
||||
Land
|
$
|
10
|
|
|
$
|
11
|
|
Leasehold improvements
|
362
|
|
|
316
|
|
||
Machinery and equipment
|
1,886
|
|
|
2,122
|
|
||
|
2,258
|
|
|
2,449
|
|
||
Less accumulated depreciation
|
(1,363
|
)
|
|
(1,593
|
)
|
||
|
$
|
895
|
|
|
$
|
856
|
|
December 31
|
2018
|
|
2017
|
||||
Corporate bonds
|
$
|
1
|
|
|
$
|
2
|
|
Common stock
|
19
|
|
|
13
|
|
||
Strategic investments, at cost
|
62
|
|
|
78
|
|
||
Company-owned life insurance policies
|
75
|
|
|
141
|
|
||
Equity method investments
|
12
|
|
|
13
|
|
||
|
$
|
169
|
|
|
$
|
247
|
|
December 31
|
2018
|
|
2017
|
||||
Defined benefit plan assets
|
$
|
135
|
|
|
$
|
133
|
|
Tax receivable
|
39
|
|
|
101
|
|
||
Non-current contract cost assets (Note 2)
|
98
|
|
|
—
|
|
||
Other
|
72
|
|
|
99
|
|
||
|
$
|
344
|
|
|
$
|
333
|
|
December 31
|
2018
|
|
2017
|
||||
Deferred revenue (Note 1)
|
$
|
—
|
|
|
$
|
613
|
|
Compensation
|
324
|
|
|
273
|
|
||
Billings in excess of costs and earnings (Note 1)
|
—
|
|
|
428
|
|
||
Tax liabilities (Note 6)
|
111
|
|
|
107
|
|
||
Deferred consideration on Airwave acquisition (Note 14)
|
—
|
|
|
83
|
|
||
Dividend payable
|
93
|
|
|
84
|
|
||
Trade liabilities
|
185
|
|
|
151
|
|
||
Other
|
497
|
|
|
547
|
|
||
|
$
|
1,210
|
|
|
$
|
2,286
|
|
December 31
|
2018
|
|
2017
|
||||
Defined benefit plans (Note 7)
|
$
|
1,557
|
|
|
$
|
2,019
|
|
Non-current contract liabilities (Note 2)
|
214
|
|
|
—
|
|
||
Deferred revenue (Note 1)
|
—
|
|
|
169
|
|
||
Unrecognized tax benefits (Note 6)
|
51
|
|
|
54
|
|
||
Deferred income taxes (Note 6)
|
201
|
|
|
115
|
|
||
Other
|
277
|
|
|
228
|
|
||
|
$
|
2,300
|
|
|
$
|
2,585
|
|
Year
|
Shares Repurchased (in millions)
|
|
Average Price
|
|
Aggregate Amount (in millions)
|
|||||
2018
|
1.2
|
|
|
$
|
112.42
|
|
|
$
|
132
|
|
2017
|
5.7
|
|
|
85.32
|
|
|
483
|
|
||
2016
|
12.0
|
|
|
70.28
|
|
|
842
|
|
|
Years ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign Currency Translation Adjustments:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(353
|
)
|
|
$
|
(494
|
)
|
|
$
|
(266
|
)
|
Other comprehensive income (loss) before reclassification adjustment
|
(94
|
)
|
|
133
|
|
|
(227
|
)
|
|||
Tax benefit (expense)
|
3
|
|
|
8
|
|
|
(1
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(91
|
)
|
|
141
|
|
|
(228
|
)
|
|||
Balance at end of period
|
$
|
(444
|
)
|
|
$
|
(353
|
)
|
|
$
|
(494
|
)
|
Available-for-Sale Securities:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
Other comprehensive income (loss) before reclassification adjustment
|
(8
|
)
|
|
8
|
|
|
—
|
|
|||
Tax benefit (expense)
|
2
|
|
|
(2
|
)
|
|
—
|
|
|||
Other comprehensive income (loss) before reclassification adjustment, net of tax
|
(6
|
)
|
|
6
|
|
|
—
|
|
|||
Reclassification adjustment into Losses (Gains) on sales of investments and businesses
|
—
|
|
|
—
|
|
|
5
|
|
|||
Tax benefit
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Reclassification adjustment into Net earnings, net of tax
|
—
|
|
|
—
|
|
|
3
|
|
|||
Other comprehensive income (loss), net of tax
|
(6
|
)
|
|
6
|
|
|
3
|
|
|||
Balance at end of period
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Defined Benefit Plans:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(2,215
|
)
|
|
$
|
(1,823
|
)
|
|
$
|
(1,597
|
)
|
Other comprehensive loss before reclassification adjustment
|
(200
|
)
|
|
(260
|
)
|
|
(368
|
)
|
|||
Tax benefit (expense)
|
46
|
|
|
(213
|
)
|
|
98
|
|
|||
Other comprehensive loss before reclassification adjustment, net of tax
|
(154
|
)
|
|
(473
|
)
|
|
(270
|
)
|
|||
Reclassification adjustment - Actuarial net losses into Other income (expense)
|
76
|
|
|
65
|
|
|
53
|
|
|||
Reclassification adjustment - Prior service benefits into Other income (expense)
|
(15
|
)
|
|
(18
|
)
|
|
(27
|
)
|
|||
Reclassification adjustment - Non-U.S. pension settlement loss into Other income (expense)
|
—
|
|
|
48
|
|
|
26
|
|
|||
Tax benefit
|
(13
|
)
|
|
(14
|
)
|
|
(8
|
)
|
|||
Reclassification adjustments into Net earnings, net of tax
|
48
|
|
|
81
|
|
|
44
|
|
|||
Other comprehensive loss, net of tax
|
(106
|
)
|
|
(392
|
)
|
|
(226
|
)
|
|||
Balance at end of period
|
$
|
(2,321
|
)
|
|
$
|
(2,215
|
)
|
|
$
|
(1,823
|
)
|
|
|
|
|
|
|
||||||
Total Accumulated other comprehensive loss
|
$
|
(2,765
|
)
|
|
$
|
(2,562
|
)
|
|
$
|
(2,317
|
)
|
December 31
|
2018
|
|
2017
|
||||
2.0% Senior Convertible Notes due 2020
|
$
|
800
|
|
|
$
|
1,000
|
|
Term Loan due 2021
|
399
|
|
|
—
|
|
||
3.5% senior notes due 2021
|
397
|
|
|
396
|
|
||
3.75% senior notes due 2022
|
748
|
|
|
747
|
|
||
3.5% senior notes due 2023
|
596
|
|
|
594
|
|
||
4.0% senior notes due 2024
|
591
|
|
|
590
|
|
||
6.5% debentures due 2025
|
118
|
|
|
118
|
|
||
7.5% debentures due 2025
|
346
|
|
|
346
|
|
||
4.6% senior notes due 2028
|
690
|
|
|
—
|
|
||
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
|
62
|
|
|
108
|
|
||
|
5,324
|
|
|
4,476
|
|
||
Adjustments for unamortized gains on interest rate swap terminations
|
(4
|
)
|
|
(5
|
)
|
||
Less: current portion
|
(31
|
)
|
|
(52
|
)
|
||
Long-term debt
|
$
|
5,289
|
|
|
$
|
4,419
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
2018
|
|
2017
|
||||
British Pound
|
$
|
139
|
|
|
$
|
72
|
|
Euro
|
89
|
|
|
149
|
|
||
Australian Dollar
|
(105
|
)
|
|
(64
|
)
|
||
Chinese Renminbi
|
(55
|
)
|
|
(73
|
)
|
||
Brazilian Real
|
(41
|
)
|
|
(45
|
)
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
December 31, 2018
|
Fair
Value |
|
Balance
Sheet Location |
|
Fair
Value |
|
Balance
Sheet Location |
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
5
|
|
|
Other assets
|
|
$
|
4
|
|
|
Accrued liabilities
|
|
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
|
|
|
|
|
December 31
|
Financial Statement Location
|
||||||||||
Gain (Loss) on Derivative Instruments
|
2018
|
|
2017
|
|
2016
|
|||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
Other comprehensive income (loss)
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
980
|
|
|
$
|
959
|
|
|
$
|
651
|
|
Other nations
|
122
|
|
|
117
|
|
|
193
|
|
|||
|
$
|
1,102
|
|
|
$
|
1,076
|
|
|
$
|
844
|
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
16
|
|
|
$
|
43
|
|
|
$
|
20
|
|
Other nations
|
88
|
|
|
75
|
|
|
31
|
|
|||
States (U.S.)
|
20
|
|
|
9
|
|
|
18
|
|
|||
Current income tax expense
|
124
|
|
|
127
|
|
|
69
|
|
|||
United States
|
39
|
|
|
1,078
|
|
|
180
|
|
|||
Other nations
|
(18
|
)
|
|
(8
|
)
|
|
36
|
|
|||
States (U.S.)
|
(12
|
)
|
|
30
|
|
|
(3
|
)
|
|||
Deferred income tax expense
|
9
|
|
|
1,100
|
|
|
213
|
|
|||
Total income tax expense
|
$
|
133
|
|
|
$
|
1,227
|
|
|
$
|
282
|
|
|
December 31, 2018
|
December 31, 2017
|
Adjustment
|
Financial Statement Location
|
||||||
Valuation allowance on foreign tax credit carryforward
|
$
|
400
|
|
$
|
471
|
|
$
|
(71
|
)
|
Deferred tax expense
|
Re-measurement of U.S. deferred tax balances at 21%
|
353
|
|
366
|
|
(13
|
)
|
Deferred tax expense
|
|||
Transition tax on repatriation of foreign earnings
|
18
|
|
16
|
|
2
|
|
Current tax expense
|
|||
Uncertain tax positions on foreign operations
|
21
|
|
21
|
|
—
|
|
Current tax expense
|
|||
Disallowed deduction of covered employees' incentive plans
|
3
|
|
—
|
|
3
|
|
Deferred tax expense
|
|||
Total
|
$
|
795
|
|
$
|
874
|
|
$
|
(79
|
)
|
|
December 31
|
2018
|
|
2017
|
||||
Inventory
|
$
|
28
|
|
|
$
|
46
|
|
Accrued liabilities and allowances
|
84
|
|
|
74
|
|
||
Employee benefits
|
402
|
|
|
374
|
|
||
Capitalized items
|
(68
|
)
|
|
18
|
|
||
Tax basis differences on investments
|
(2
|
)
|
|
—
|
|
||
Depreciation tax basis differences on fixed assets
|
47
|
|
|
72
|
|
||
Undistributed non-U.S. earnings
|
(26
|
)
|
|
(26
|
)
|
||
Tax carryforwards
|
613
|
|
|
778
|
|
||
Business reorganization
|
10
|
|
|
16
|
|
||
Warranty and customer liabilities
|
19
|
|
|
21
|
|
||
Deferred revenue and costs
|
147
|
|
|
142
|
|
||
Valuation allowances
|
(461
|
)
|
|
(604
|
)
|
||
Other
|
(9
|
)
|
|
(3
|
)
|
||
|
$
|
784
|
|
|
$
|
908
|
|
December 31, 2018
|
Gross
Tax Loss |
|
Tax
Effected |
|
Expiration
Period |
||||
United States:
|
|
|
|
|
|
||||
U.S. tax losses
|
$
|
73
|
|
|
$
|
15
|
|
|
2022-2036
|
Foreign tax credits
|
—
|
|
|
334
|
|
|
2019-2023
|
||
General business credits
|
—
|
|
|
51
|
|
|
2026-2037
|
||
State tax losses
|
—
|
|
|
35
|
|
|
2019-2030
|
||
State tax credits
|
—
|
|
|
32
|
|
|
2019-2031
|
||
Non-U.S. Subsidiaries:
|
|
|
|
|
|
||||
Japan tax losses
|
102
|
|
|
32
|
|
|
2019-2025
|
||
Germany tax losses
|
26
|
|
|
8
|
|
|
Unlimited
|
||
United Kingdom tax losses
|
81
|
|
|
14
|
|
|
Unlimited
|
||
Singapore tax losses
|
33
|
|
|
6
|
|
|
Unlimited
|
||
Canada tax losses
|
46
|
|
|
12
|
|
|
2024-2025
|
||
Other subsidiaries tax losses
|
128
|
|
|
36
|
|
|
Various
|
||
Spain tax credits
|
—
|
|
|
25
|
|
|
Various
|
||
Other subsidiaries tax credits
|
—
|
|
|
13
|
|
|
Various
|
||
|
|
|
$
|
613
|
|
|
|
|
2018
|
|
2017
|
||||
Balance at January 1
|
$
|
76
|
|
|
$
|
68
|
|
Additions based on tax positions related to current year
|
4
|
|
|
10
|
|
||
Additions for tax positions of prior years
|
1
|
|
|
22
|
|
||
Reductions for tax positions of prior years
|
—
|
|
|
(1
|
)
|
||
Settlements and agreements
|
(2
|
)
|
|
(20
|
)
|
||
Lapse of statute of limitations
|
(3
|
)
|
|
(3
|
)
|
||
Balance at December 31
|
$
|
76
|
|
|
$
|
76
|
|
Jurisdiction
|
Tax Years
|
United States
|
2014-2018
|
Australia
|
2012-2018
|
Canada
|
2014-2018
|
Germany
|
2011-2018
|
India
|
1997-2018
|
Israel
|
2015-2018
|
Poland
|
2014-2018
|
Malaysia
|
2012-2018
|
United Kingdom
|
2017
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||||||||||||||
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
186
|
|
|
185
|
|
|
182
|
|
|
38
|
|
|
40
|
|
|
55
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|||||||||
Expected return on plan assets
|
(270
|
)
|
|
(229
|
)
|
|
(220
|
)
|
|
(92
|
)
|
|
(92
|
)
|
|
(93
|
)
|
|
(10
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrecognized net loss
|
57
|
|
|
44
|
|
|
37
|
|
|
15
|
|
|
16
|
|
|
11
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|||||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(18
|
)
|
|
(27
|
)
|
|||||||||
Settlement loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic cost (benefit)
|
$
|
(27
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(36
|
)
|
|
$
|
15
|
|
|
$
|
10
|
|
|
$
|
(19
|
)
|
|
$
|
(20
|
)
|
|
$
|
(27
|
)
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at January 1
|
$
|
5,235
|
|
|
$
|
4,644
|
|
|
$
|
1,844
|
|
|
$
|
1,791
|
|
|
$
|
85
|
|
|
$
|
83
|
|
Service cost
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
186
|
|
|
185
|
|
|
38
|
|
|
40
|
|
|
2
|
|
|
3
|
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
(452
|
)
|
|
502
|
|
|
(97
|
)
|
|
52
|
|
|
(8
|
)
|
|
6
|
|
||||||
Foreign exchange valuation adjustment
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
193
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(105
|
)
|
|
(96
|
)
|
|
(46
|
)
|
|
(34
|
)
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Benefit obligation at December 31
|
$
|
4,864
|
|
|
$
|
5,235
|
|
|
$
|
1,654
|
|
|
$
|
1,844
|
|
|
$
|
72
|
|
|
$
|
85
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at January 1
|
$
|
3,614
|
|
|
$
|
3,195
|
|
|
$
|
1,590
|
|
|
$
|
1,565
|
|
|
$
|
151
|
|
|
$
|
136
|
|
Return on plan assets
|
(339
|
)
|
|
512
|
|
|
(28
|
)
|
|
96
|
|
|
(12
|
)
|
|
21
|
|
||||||
Company contributions
|
503
|
|
|
3
|
|
|
8
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign exchange valuation adjustment
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
157
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(105
|
)
|
|
(96
|
)
|
|
(44
|
)
|
|
(34
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Fair value at December 31
|
$
|
3,673
|
|
|
$
|
3,614
|
|
|
$
|
1,438
|
|
|
$
|
1,590
|
|
|
$
|
133
|
|
|
$
|
151
|
|
Funded status of the plan
|
$
|
(1,191
|
)
|
|
$
|
(1,621
|
)
|
|
$
|
(216
|
)
|
|
$
|
(254
|
)
|
|
$
|
61
|
|
|
$
|
66
|
|
Unrecognized net loss
|
2,329
|
|
|
2,229
|
|
|
543
|
|
|
518
|
|
|
74
|
|
|
64
|
|
||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
(35
|
)
|
|
(49
|
)
|
||||||
Prepaid pension cost
|
$
|
1,138
|
|
|
$
|
608
|
|
|
$
|
338
|
|
|
$
|
264
|
|
|
$
|
100
|
|
|
$
|
81
|
|
Components of prepaid (accrued) pension cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current benefit liability
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current benefit liability
|
(1,188
|
)
|
|
(1,618
|
)
|
|
(265
|
)
|
|
(294
|
)
|
|
—
|
|
|
—
|
|
||||||
Non-current benefit asset
|
—
|
|
|
—
|
|
|
49
|
|
|
40
|
|
|
61
|
|
|
66
|
|
||||||
Deferred income taxes
|
561
|
|
|
544
|
|
|
55
|
|
|
58
|
|
|
10
|
|
|
6
|
|
||||||
Accumulated other comprehensive loss
|
1,768
|
|
|
1,685
|
|
|
499
|
|
|
460
|
|
|
29
|
|
|
9
|
|
||||||
Prepaid pension cost
|
$
|
1,138
|
|
|
$
|
608
|
|
|
$
|
338
|
|
|
$
|
264
|
|
|
$
|
100
|
|
|
$
|
81
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
Discount rate
|
3.57
|
%
|
|
4.02
|
%
|
|
2.08
|
%
|
|
2.22
|
%
|
|
3.16
|
%
|
|
3.29
|
%
|
Investment return assumption
|
6.95
|
%
|
|
6.95
|
%
|
|
5.18
|
%
|
|
5.20
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
Discount rate
|
4.47
|
%
|
|
3.79
|
%
|
|
2.67
|
%
|
|
2.34
|
%
|
|
4.29
|
%
|
|
3.62
|
%
|
Future compensation increase rate
|
n/a
|
|
|
n/a
|
|
|
0.52
|
%
|
|
0.52
|
%
|
|
n/a
|
|
|
n/a
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
||||||||||||
December 31
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Accumulated benefit obligation
|
$
|
4,864
|
|
|
$
|
5,235
|
|
|
$
|
1,649
|
|
|
$
|
1,838
|
|
|
All Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||
December 31
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Target Mix:
|
|
|
|
|
|
|
|
||||
Equity securities
|
30
|
%
|
|
31
|
%
|
|
32
|
%
|
|
35
|
%
|
Fixed income securities
|
51
|
%
|
|
49
|
%
|
|
49
|
%
|
|
44
|
%
|
Cash and other investments
|
19
|
%
|
|
20
|
%
|
|
19
|
%
|
|
21
|
%
|
Actual Mix:
|
|
|
|
|
|
|
|
||||
Equity securities
|
28
|
%
|
|
29
|
%
|
|
31
|
%
|
|
34
|
%
|
Fixed income securities
|
50
|
%
|
|
49
|
%
|
|
48
|
%
|
|
44
|
%
|
Cash and other investments
|
22
|
%
|
|
22
|
%
|
|
21
|
%
|
|
22
|
%
|
Year
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||
2019
|
$
|
144
|
|
|
$
|
47
|
|
|
$
|
7
|
|
2020
|
161
|
|
|
48
|
|
|
7
|
|
|||
2021
|
181
|
|
|
50
|
|
|
6
|
|
|||
2022
|
203
|
|
|
51
|
|
|
6
|
|
|||
2023
|
224
|
|
|
52
|
|
|
5
|
|
|||
2024-2028
|
1,418
|
|
|
277
|
|
|
23
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Expected volatility
|
24.7
|
%
|
|
24.0
|
%
|
|
23.7
|
%
|
Risk-free interest rate
|
2.7
|
%
|
|
2.1
|
%
|
|
1.4
|
%
|
Dividend yield
|
2.4
|
%
|
|
3.5
|
%
|
|
2.9
|
%
|
Expected life (years)
|
5.9
|
|
|
5.9
|
|
|
6.0
|
|
|
2018
Performance Options |
|
2017
Performance Options |
|
2016
Performance Options |
|||
Expected volatility of common stock
|
25.0
|
%
|
|
24.1
|
%
|
|
25.3
|
%
|
Expected volatility of the S&P 500
|
25.3
|
%
|
|
25.6
|
%
|
|
19.8
|
%
|
Risk-free interest rate
|
2.7
|
%
|
|
2.4
|
%
|
|
1.7
|
%
|
Dividend yield
|
3.1
|
%
|
|
3.7
|
%
|
|
2.8
|
%
|
Expected life (years)
|
6.5
|
|
|
6.5
|
|
|
6.5
|
|
|
2018
Market Stock Units |
|
2017
Market Stock Units |
|
2016
Market Stock Units |
|||
Expected volatility of common stock
|
25.0
|
%
|
|
24.1
|
%
|
|
24.2
|
%
|
Risk-free interest rate
|
2.4
|
%
|
|
1.7
|
%
|
|
1.1
|
%
|
Dividend yield
|
2.2
|
%
|
|
2.9
|
%
|
|
2.8
|
%
|
|
2017 PCSOs
|
|
Expected volatility of common stock
|
24.1
|
%
|
Risk-free interest rate
|
1.8
|
%
|
Dividend yield
|
3.0
|
%
|
Expected life (years)
|
3.5
|
|
|
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
|
266
|
|
|
$
|
29
|
|
|
1
|
|
266
|
|
|
$
|
29
|
|
|
1
|
$30-$40
|
1,198
|
|
|
39
|
|
|
2
|
|
1,198
|
|
|
39
|
|
|
2
|
||
$41-$50
|
—
|
|
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
|
0
|
||
$51-$60
|
671
|
|
|
54
|
|
|
4
|
|
671
|
|
|
54
|
|
|
4
|
||
$61-$70
|
1,815
|
|
|
68
|
|
|
4
|
|
1,796
|
|
|
68
|
|
|
4
|
||
$71-$80
|
469
|
|
|
72
|
|
|
7
|
|
86
|
|
|
72
|
|
|
7
|
||
$81 and over
|
1,151
|
|
|
92
|
|
|
8
|
|
247
|
|
|
82
|
|
|
5
|
||
|
5,570
|
|
|
|
|
|
|
4,264
|
|
|
|
|
|
|
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, 2018
|
4,604
|
|
|
$
|
52
|
|
|
2,678
|
|
|
$
|
72
|
|
|
1,257
|
|
|
$
|
70
|
|
|
139
|
|
|
$
|
78
|
|
Granted
|
272
|
|
|
111
|
|
|
159
|
|
|
108
|
|
|
484
|
|
|
105
|
|
|
53
|
|
|
125
|
|
||||
Releases/Exercised
|
(1,445
|
)
|
|
52
|
|
|
(774
|
)
|
|
71
|
|
|
(570
|
)
|
|
70
|
|
|
(101
|
)
|
|
73
|
|
||||
Adjustment for payout factor
|
—
|
|
|
—
|
|
|
115
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
73
|
|
||||
Forfeited/Canceled
|
(20
|
)
|
|
88
|
|
|
(19
|
)
|
|
81
|
|
|
(74
|
)
|
|
82
|
|
|
—
|
|
|
—
|
|
||||
Balance as of December 31, 2018
|
3,411
|
|
|
$
|
57
|
|
|
2,159
|
|
|
$
|
74
|
|
|
1,097
|
|
|
$
|
84
|
|
|
122
|
|
|
$
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vested or expected to vest
|
3,032
|
|
|
50
|
|
|
1,492
|
|
|
70
|
|
|
462
|
|
|
71
|
|
|
89
|
|
|
80
|
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Share-based compensation expense included in:
|
|
|
|
|
|
||||||
Costs of sales
|
$
|
11
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Selling, general and administrative expenses
|
45
|
|
|
43
|
|
|
45
|
|
|||
Research and development expenditures
|
17
|
|
|
14
|
|
|
14
|
|
|||
Share-based compensation expense included in Operating earnings
|
73
|
|
|
66
|
|
|
68
|
|
|||
Tax benefit
|
18
|
|
|
22
|
|
|
21
|
|
|||
Share-based compensation expense, net of tax
|
$
|
55
|
|
|
$
|
44
|
|
|
$
|
47
|
|
Decrease in basic earnings per share
|
$
|
(0.34
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.28
|
)
|
Decrease in diluted earnings per share
|
$
|
(0.32
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.27
|
)
|
December 31, 2018
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Corporate bonds
|
1
|
|
|
—
|
|
|
1
|
|
|||
Common stock and equivalents
|
19
|
|
|
—
|
|
|
19
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
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, 2018
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Commingled funds
|
2,074
|
|
|
—
|
|
|
2,074
|
|
|||
Government fixed income securities
|
13
|
|
|
340
|
|
|
353
|
|
|||
Corporate fixed income securities
|
—
|
|
|
964
|
|
|
964
|
|
|||
Short-term investment funds
|
243
|
|
|
—
|
|
|
243
|
|
|||
Total investment securities
|
$
|
2,340
|
|
|
$
|
1,304
|
|
|
$
|
3,644
|
|
Accrued income receivable
|
|
|
|
|
16
|
|
|||||
Cash
|
|
|
|
|
13
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
3,673
|
|
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, 2018
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
140
|
|
Commingled funds
|
476
|
|
|
16
|
|
|
492
|
|
|||
Government fixed income securities
|
4
|
|
|
647
|
|
|
651
|
|
|||
Short-term investment funds
|
60
|
|
|
—
|
|
|
60
|
|
|||
Total investment securities
|
$
|
680
|
|
|
$
|
663
|
|
|
$
|
1,343
|
|
Cash
|
|
|
|
|
3
|
|
|||||
Accrued income receivable
|
|
|
|
|
42
|
|
|||||
Insurance contracts
|
|
|
|
|
50
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
1,438
|
|
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, 2018
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Commingled funds
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
74
|
|
Government fixed income securities
|
—
|
|
|
12
|
|
|
12
|
|
|||
Corporate fixed income securities
|
—
|
|
|
34
|
|
|
34
|
|
|||
Short-term investment funds
|
9
|
|
|
—
|
|
|
9
|
|
|||
Total investment securities
|
$
|
83
|
|
|
$
|
46
|
|
|
$
|
129
|
|
Cash
|
|
|
|
|
$
|
4
|
|
||||
Fair value plan assets
|
|
|
|
|
$
|
133
|
|
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
|
2018
|
|
2017
|
||||
Long-term receivables, gross
|
$
|
33
|
|
|
$
|
37
|
|
Less allowance for losses
|
(2
|
)
|
|
—
|
|
||
Long-term receivables
|
$
|
31
|
|
|
$
|
37
|
|
Less current portion
|
(7
|
)
|
|
(18
|
)
|
||
Non-current long-term receivables
|
$
|
24
|
|
|
$
|
19
|
|
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Accounts receivable sales proceeds
|
$
|
77
|
|
|
$
|
193
|
|
|
$
|
51
|
|
Long-term receivables sales proceeds
|
270
|
|
|
284
|
|
|
289
|
|
|||
Total proceeds from receivable sales
|
$
|
347
|
|
|
$
|
477
|
|
|
$
|
340
|
|
December 31, 2018
|
Total
Long-term Receivable |
|
Current Billed
Due |
|
Past Due Under 90 Days
|
|
Past Due Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
22
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial loans and leases secured
|
11
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Long-term receivables, including current portion
|
$
|
33
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
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
|
|
(in millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Beyond
|
|
||||||
|
$
|
131
|
|
$
|
120
|
|
$
|
112
|
|
$
|
101
|
|
$
|
54
|
|
$
|
204
|
|
|
Net Sales
|
|
Operating Earnings
|
||||||||||||||||||||
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Products and Systems Integration
|
$
|
5,100
|
|
|
$
|
4,513
|
|
|
$
|
4,394
|
|
|
$
|
854
|
|
|
$
|
969
|
|
|
$
|
762
|
|
Services and Software
|
2,243
|
|
|
1,867
|
|
|
1,644
|
|
|
401
|
|
|
315
|
|
|
286
|
|
||||||
|
$
|
7,343
|
|
|
$
|
6,380
|
|
|
$
|
6,038
|
|
|
1,255
|
|
|
1,284
|
|
|
1,048
|
|
|||
Total other expense
|
|
|
|
|
|
|
(153
|
)
|
|
(208
|
)
|
|
(204
|
)
|
|||||||||
Net earnings before income taxes
|
|
|
|
|
|
|
$
|
1,102
|
|
|
$
|
1,076
|
|
|
$
|
844
|
|
|
Capital Expenditures
|
|
Depreciation Expense
|
||||||||||||||||||||
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Products and Systems Integration
|
$
|
72
|
|
|
$
|
113
|
|
|
$
|
104
|
|
|
$
|
71
|
|
|
$
|
69
|
|
|
$
|
72
|
|
Services and Software
|
125
|
|
|
114
|
|
|
167
|
|
|
101
|
|
|
123
|
|
|
110
|
|
||||||
|
$
|
197
|
|
|
$
|
227
|
|
|
$
|
271
|
|
|
$
|
172
|
|
|
$
|
192
|
|
|
$
|
182
|
|
|
Net Sales
|
|
Assets
|
||||||||||||||||||||
Years ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
United States
|
$
|
4,361
|
|
|
$
|
3,725
|
|
|
$
|
3,566
|
|
|
$
|
5,441
|
|
|
$
|
5,138
|
|
|
$
|
5,653
|
|
United Kingdom
|
638
|
|
|
558
|
|
|
528
|
|
|
2,284
|
|
|
2,329
|
|
|
2,300
|
|
||||||
Canada
|
303
|
|
|
251
|
|
|
222
|
|
|
1,014
|
|
|
97
|
|
|
91
|
|
||||||
Other, net of eliminations
|
2,041
|
|
|
1,846
|
|
|
1,722
|
|
|
670
|
|
|
644
|
|
|
419
|
|
||||||
|
$
|
7,343
|
|
|
$
|
6,380
|
|
|
$
|
6,038
|
|
|
$
|
9,409
|
|
|
$
|
8,208
|
|
|
$
|
8,463
|
|
Year ended December 31
|
2018
|
||
Products and Systems Integration
|
$
|
101
|
|
Services and Software
|
19
|
|
|
|
$
|
120
|
|
|
Accruals at
January 1 |
|
Additional
Charges |
|
Adjustments
|
|
Amount
Used |
|
Accruals at
December 31 |
||||||||||
Exit costs
|
$
|
9
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
21
|
|
Employee separation costs
|
41
|
|
|
122
|
|
|
(18
|
)
|
|
(61
|
)
|
|
84
|
|
|||||
|
$
|
50
|
|
|
$
|
138
|
|
|
$
|
(18
|
)
|
|
$
|
(65
|
)
|
|
$
|
105
|
|
Year ended December 31
|
2017
|
||
Products and Systems Integration
|
$
|
32
|
|
Services and Software
|
10
|
|
|
|
$
|
42
|
|
|
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
|
|
Year ended December 31
|
2016
|
||
Products and Systems integration
|
$
|
107
|
|
Services and Software
|
33
|
|
|
|
$
|
140
|
|
|
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
|
|
Accounts receivable, net
|
|
$
|
67
|
|
Inventory
|
|
93
|
|
|
Other current assets
|
|
18
|
|
|
Property, plant and equipment, net
|
|
33
|
|
|
Deferred income taxes
|
|
4
|
|
|
Accounts payable
|
|
(21
|
)
|
|
Accrued liabilities
|
|
(28
|
)
|
|
Deferred income tax liabilities
|
|
(124
|
)
|
|
Goodwill
|
|
434
|
|
|
Intangible assets
|
|
498
|
|
|
Total consideration
|
|
$
|
974
|
|
|
2018
|
|
2017
|
||||||||||||
December 31
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Intangible assets:
|
|
|
|
|
|
|
|
||||||||
Completed technology
|
$
|
558
|
|
|
$
|
92
|
|
|
$
|
148
|
|
|
$
|
55
|
|
Patents
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||
Customer-related
|
1,085
|
|
|
364
|
|
|
977
|
|
|
242
|
|
||||
Other intangibles
|
74
|
|
|
31
|
|
|
56
|
|
|
23
|
|
||||
|
$
|
1,719
|
|
|
$
|
489
|
|
|
$
|
1,183
|
|
|
$
|
322
|
|
|
2018
|
|
2017
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Products and Systems Integration
|
$
|
510
|
|
|
$
|
38
|
|
|
$
|
12
|
|
|
$
|
8
|
|
Services and Software
|
1,209
|
|
|
451
|
|
|
1,171
|
|
|
314
|
|
||||
|
$
|
1,719
|
|
|
$
|
489
|
|
|
$
|
1,183
|
|
|
$
|
322
|
|
|
Products and Systems Integration
|
|
Services and Software
|
|
Total
|
||||||
Balance as of January 1, 2017
|
$
|
347
|
|
|
$
|
381
|
|
|
$
|
728
|
|
Goodwill acquired
|
14
|
|
|
177
|
|
|
191
|
|
|||
Purchase accounting adjustments
|
—
|
|
|
2
|
|
|
2
|
|
|||
Foreign currency translation
|
1
|
|
|
16
|
|
|
17
|
|
|||
Balance as of December 31, 2017
|
$
|
362
|
|
|
$
|
576
|
|
|
$
|
938
|
|
Goodwill acquired
|
360
|
|
|
225
|
|
|
585
|
|
|||
Purchase accounting adjustments
|
—
|
|
|
1
|
|
|
1
|
|
|||
Foreign currency translation
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||
Balance as of December 31, 2018
|
$
|
722
|
|
|
$
|
792
|
|
|
$
|
1,514
|
|
|
Balance at
January 1 |
|
Charged to
Earnings |
|
Used
|
|
Adjustments*
|
|
Balance at
December 31 |
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
45
|
|
|
$
|
37
|
|
|
$
|
(30
|
)
|
|
$
|
(1
|
)
|
|
$
|
51
|
|
Inventory reserves
|
133
|
|
|
22
|
|
|
(12
|
)
|
|
—
|
|
|
143
|
|
|||||
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
|
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
||||||||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
1,468
|
|
|
$
|
1,760
|
|
|
$
|
1,862
|
|
|
$
|
2,254
|
|
|
$
|
1,281
|
|
|
$
|
1,497
|
|
|
$
|
1,645
|
|
|
$
|
1,957
|
|
Costs of sales
|
799
|
|
|
938
|
|
|
961
|
|
|
1,166
|
|
|
711
|
|
|
807
|
|
|
851
|
|
|
987
|
|
||||||||
Gross margin
|
669
|
|
|
822
|
|
|
901
|
|
|
1,088
|
|
|
570
|
|
|
690
|
|
|
794
|
|
|
970
|
|
||||||||
Selling, general and administrative expenses
|
279
|
|
|
316
|
|
|
323
|
|
|
337
|
|
|
244
|
|
|
254
|
|
|
259
|
|
|
267
|
|
||||||||
Research and development expenditures
|
152
|
|
|
162
|
|
|
158
|
|
|
165
|
|
|
135
|
|
|
138
|
|
|
141
|
|
|
155
|
|
||||||||
Other charges
|
67
|
|
|
71
|
|
|
126
|
|
|
70
|
|
|
18
|
|
|
37
|
|
|
47
|
|
|
45
|
|
||||||||
Operating earnings
|
171
|
|
|
273
|
|
|
294
|
|
|
516
|
|
|
173
|
|
|
261
|
|
|
347
|
|
|
503
|
|
||||||||
Net earnings (loss)*
|
117
|
|
|
180
|
|
|
247
|
|
|
423
|
|
|
77
|
|
|
131
|
|
|
212
|
|
|
(575
|
)
|
||||||||
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net earnings (loss)*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per common share
|
$
|
0.73
|
|
|
$
|
1.11
|
|
|
$
|
1.52
|
|
|
$
|
2.58
|
|
|
$
|
0.47
|
|
|
$
|
0.80
|
|
|
$
|
1.30
|
|
|
$
|
(3.56
|
)
|
Diluted earnings per common share
|
0.69
|
|
|
1.05
|
|
|
1.43
|
|
|
2.44
|
|
|
0.45
|
|
|
0.78
|
|
|
1.25
|
|
|
(3.56
|
)
|
||||||||
Dividends declared
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.57
|
|
|
$
|
0.47
|
|
|
$
|
0.47
|
|
|
$
|
0.47
|
|
|
$
|
0.52
|
|
Dividends paid
|
0.52
|
|
|
0.52
|
|
|
0.52
|
|
|
0.52
|
|
|
0.47
|
|
|
0.47
|
|
|
0.47
|
|
|
0.47
|
|
||||||||
Stock prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
110.29
|
|
|
$
|
118.37
|
|
|
$
|
130.34
|
|
|
$
|
133.97
|
|
|
$
|
87.00
|
|
|
$
|
89.15
|
|
|
$
|
93.75
|
|
|
$
|
95.30
|
|
Low
|
$
|
89.18
|
|
|
$
|
103.18
|
|
|
$
|
114.95
|
|
|
$
|
108.25
|
|
|
$
|
76.92
|
|
|
$
|
79.63
|
|
|
$
|
82.86
|
|
|
$
|
84.56
|
|
(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)).
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|
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Arrangement Agreement, dated February 1, 2018, between Motorola Solutions, Inc., Motorola Solutions Canada Holdings Inc. and Avigilon Corporation (incorporated by reference to Exhibit 2.1 to Motorola Solutions’ Current Report on Form 8-K filed on March 28, 2018 (File 1-17221)).
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Restated Certificate of Incorporation of Motorola, Inc., as amended through May 5, 2009 (incorporated by reference to Exhibit 3(i)(b) to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
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|
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Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to Motorola Solutions’ Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
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|
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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)).
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|
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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)).
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|
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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)).
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|
|
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)).
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|
|
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)).
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|
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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)).
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|
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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 February 15, 2018 incorporated by reference to Exhibit 10.4 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 (File No. 1-7221)).
|
|
10.1
2
|
|
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 from March 9, 2017 to February 14, 2018 (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)).
|
10.1
3
|
|
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)).
|
10.1
4
|
|
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)).
|
10.1
5
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from August 1, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.1 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
|
10.1
6
|
|
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)).
|
10.1
7
|
|
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)).
|
10.1
8
|
|
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)).
|
10.1
9
|
|
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)).
|
10.
20
|
|
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)).
|
10.2
1
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for grants from May 6, 2008 to January 3, 2011 (incorporated by reference to Exhibit 10.56 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
|
10.2
2
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for grants from February 27, 2007 to May 5, 2008 (incorporated by reference to Exhibit 10.4 to Motorola Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-7221)).
|
10.2
3
|
|
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)).
|
10.2
4
|
|
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)).
|
10.2
5
|
|
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)).
|
10.2
6
|
|
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 February 15, 2018 (incorporated by reference to Exhibit 10.2 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 (File No. 1-7221)).
|
|
10.2
8
|
|
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 from March 9, 2017 to February 14, 2018 (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)).
|
10.2
9
|
|
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 February 15, 2018 (incorporated by reference to Exhibit 10.3 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 (File No. 1-7221)).
|
|
10.
31
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Employees from March 9, 2017 to February 14, 2018 (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)).
|
10.
32
|
|
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)).
|
10.3
3
|
|
Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grant on February 1, 2011 pursuant to the terms of the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.24 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.3
4
|
|
Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.25 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.3
5
|
|
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)).
|
10.3
6
|
|
Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Gregory Q. Brown on or after March 9, 2015 (incorporated by reference to Exhibit 10.3 to Motorola Solutions’ Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
10.3
7
|
|
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)).
|
10.3
8
|
|
Form of Motorola Solutions Stock Option Consideration Agreement for Gregory Q. Brown for grants on or after January 4, 2011 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.27 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010)(File No. 1-7221)).
|
10.3
9
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from May 7, 2009 to January 3, 2011 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.14 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.
40
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from January 31, 2008 to May 6, 2009 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.10 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
|
10.
41
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown under the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.32 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.
42
|
|
Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Gregory Q. Brown on or after March 9, 2015 (incorporated by reference to Exhibit 10.4 to Motorola Solutions’ Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
10.4
3
|
|
Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006, for acquisitions on or after January 1, 2012 (incorporated by reference to Exhibit 10.37 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-7221)).
|
10.4
4
|
|
Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006, for acquisitions on or after January 4, 2011 (incorporated by reference to Exhibit 10.37 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.4
5
|
|
Form of Motorola Solutions Deferred Stock Units Award between Motorola Solutions, Inc. and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants on or after January 1, 2012 (incorporated by reference to Exhibit 10.40 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-7221)).
|
10.4
6
|
|
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)).
|
10.4
7
|
|
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)).
|
10.4
8
|
|
Motorola Omnibus Incentive Plan of 2003, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.6 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.4
9
|
|
Motorola Omnibus Incentive Plan of 2000, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.8 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.
50
|
|
Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2003 or any successor plan, for acquisitions from January 1, 2006 to February 11, 2007 (incorporated by reference to Exhibit No. 10.25 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 1-7221)).
|
10.
51
|
|
Motorola Non-Employee Directors Stock Plan, as amended and restated on May 6, 2003 (incorporated by reference to Exhibit 10.20 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2003 (File No. 1-7221)).
|
10.
52
|
|
Motorola Solutions Executive Officer Short Term Incentive Plan dated January 17, 2013 (effective January 1, 2013) (incorporated by reference to Exhibit 10.50 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 1-7221)).
|
10.5
3
|
|
Motorola Solutions Executive Officer Short Term Incentive Plan Term Sheet (incorporated by reference to Exhibit 10.51 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 1-7221)).
|
10.5
4
|
|
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)).
|
|
2018-2020 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February 15, 2018 (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 (File No. 1-7221)).
|
|
10.5
6
|
|
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)).
|
10.5
7
|
|
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)).
|
10.5
8
|
|
Motorola Solutions Management Deferred Compensation Plan (As Amended and Restated Effective as of June 1, 2013) (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on June 5, 2013 (File No. 1-7221)).
|
10.5
9
|
|
Motorola Solutions Management Deferred Compensation Plan, as amended and restated effective as of December 1, 2010, as amended January 4, 2011 (incorporated by reference to Exhibit 10.57 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
10.
60
|
|
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)).
|
10.
61
|
|
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)).
|
10.
62
|
|
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 14, 2018 (“Motorola Solutions’ Proxy Statement”)).
|
10.6
3
|
|
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))
.
|
10.6
4
|
|
Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Current Report on Form 8-K filed on August 29, 2008 (File No. 1-7221)).
|
10.6
5
|
|
Amendment made on December 15, 2008 to the Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit No. 10.50 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221)).
|
10.6
6
|
|
Second Amendment, dated May 28, 2010, to the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Current Report on Form 8-K filed on May 28, 2010 (File No. 1-7221)).
|
10.6
7
|
|
Third Amendment, dated March 10, 2014, to the Employment Agreement dated August 27, 2008, as amended, by and between Motorola Solutions, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola Solutions Current Report on Form 8-K filed on March 13, 2014 (File No. 1-7221)).
|
10.
68
|
|
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)).
|
10.
69
|
|
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))**
|
10.
70
|
|
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)).
|
10.7
1
|
|
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)).
|
|
Statement regarding Computation of Ratio of Earnings to Fixed Charges.
|
|
|
Subsidiaries of Motorola Solutions, Inc.
|
|
|
Consent of Independent Registered Public Accounting Firm, see page
105
of the Annual Report on Form 10-K of which this Exhibit Index is a part.
|
|
|
Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Gino A. Bonanotte pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Gino A. Bonanotte pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Scheme Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(b)
|
Exhibits:
|
|
MOTOROLA SOLUTIONS, INC.
|
|
|
|
|
|
By:
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S
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REGORY
Q. B
ROWN
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Gregory Q. Brown
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Chairman and Chief Executive Officer
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Signature
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Title
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Date
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/S/ GREGORY Q. BROWN
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Chairman and Chief Executive Officer
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February 15, 2019
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Gregory Q. Brown
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and Director
(Principal Executive Officer)
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/S/ GINO A. BONANOTTE
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Executive Vice President and
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February 15, 2019
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Gino A. Bonanotte
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Chief Financial Officer
(Principal Financial Officer)
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/S/ DAN PEKOFSKE
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Corporate Vice President and
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February 15, 2019
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Dan Pekofske
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Chief Accounting Officer
(Principal Accounting Officer)
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/S/ KENNETH D. DENMAN
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Director
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February 15, 2019
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Kenneth D. Denman
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/S/ EGON P. DURBAN
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Director
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February 15, 2019
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Egon P. Durban
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/S/ CLAYTON M. JONES
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Director
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February 15, 2019
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Clayton M. Jones
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/S/ JUDY C. LEWENT
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Director
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February 15, 2019
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Judy C. Lewent
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/S/ GREGORY K. MONDRE
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Director
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February 15, 2019
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Gregory K. Mondre
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/S/ ANNE R. PRAMAGGIORE
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Director
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February 15, 2019
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Anne R. Pramaggiore
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/S/ SAMUEL C. SCOTT III
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Director
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February 15, 2019
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Samuel C. Scott III
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/S/ JOSEPH M. TUCCI
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Director
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February 15, 2019
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Joseph M. Tucci
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MOTOROLA SOLUTIONS, INC.
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LISTING OF MAJOR SUBSIDIARIES
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12/31/2018
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EXHIBIT 21
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Motorola Solutions Credit Company LLC
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Delaware, U.S.
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Motorola Solutions Funding Corporation
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Delaware, U.S.
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Network Ventures I, Inc.
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Delaware, U.S.
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Vesta Solutions Inc.
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California, U.S.
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Kodiak Networks, Inc.
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Texas, U.S.
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Twisted Pair Solutions Inc.
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Washington, U.S.
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Motorola Solutions Australia Pte. Ltd.
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Australia
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Avigilon Corporation
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Canada
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Motorola Solutions Canada Inc.
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Canada
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Interexport Telecommunications and Services SA
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Chile
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Quorum II S.A.
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Chile
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Motorola Solutions (China) Co. Ltd.
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China
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Motorola Solutions (China) Investment Co. Ltd.
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China
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Airwave Solutions Limited
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England
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Guardian Digital Communications Limited
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England
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Motorola Solutions International Holding Limited
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England
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Motorola Solutions UK Acquisition Company Limited
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England
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Motorola Solutions UK Limited
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England
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Motorola Solutions UK One LP
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England
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Motorola Solutions UK Two LP
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England
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Motorola Solutions Germany GmbH
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Germany
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Motorola Solutions Israel Limited
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Israel
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Motorola Solutions Malaysia Sdn Bhd
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Malaysia
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1.
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I have reviewed the annual report on Form 10-K of Motorola Solutions, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ GREGORY Q. BROWN
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Gregory Q. Brown
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Chairman and Chief Executive Officer
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Motorola Solutions, Inc.
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1.
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I have reviewed this annual report on Form 10-K of Motorola Solutions, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ GINO A. BONANOTTE
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Gino A. Bonanotte
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Executive Vice President and Chief Financial Officer
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Motorola Solutions, Inc.
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(1)
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the annual report on Form 10-K for the period ended
December 31, 2018
(the “Annual Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
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/s/ GREGORY Q. BROWN
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Gregory Q. Brown
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Chairman and Chief Executive Officer
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Motorola Solutions, Inc.
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(1)
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the annual report on Form 10-K for the period ended
December 31, 2018
(the “Annual Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
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/s/ GINO A. BONANOTTE
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Gino A. Bonanotte
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Executive Vice President and Chief Financial Officer
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Motorola Solutions, Inc.
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