☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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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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500 W. Monroe Street,
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60661
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Chicago,
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Illinois
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(Address of principal executive offices)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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||
Common Stock
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$0.01
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Par Value
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MSI
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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(Do not check if a smaller reporting company)
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Page
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Item 1 Financial Statements
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Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 29, 2019 and June 30, 2018
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 29, 2019 and June 30, 2018
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Condensed Consolidated Balance Sheets as of June 29, 2019 (Unaudited) and December 31, 2018
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Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three and Six Months Ended June 29, 2019 and June 30, 2018
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Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 29, 2019 and June 30, 2018
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Notes to Condensed Consolidated Financial Statements (Unaudited)
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Item 4 Mine Safety Disclosures
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Three Months Ended
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Six Months Ended
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||||||||||||
(In millions, except per share amounts)
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June 29,
2019 |
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June 30,
2018 |
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June 29,
2019 |
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June 30,
2018 |
||||||||
Net sales from products
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$
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1,118
|
|
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$
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1,042
|
|
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$
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2,063
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$
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1,842
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Net sales from services
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742
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718
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1,454
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1,385
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||||
Net sales
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1,860
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1,760
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3,517
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3,227
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||||
Costs of products sales
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490
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485
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934
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867
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||||
Costs of services sales
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439
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453
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879
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869
|
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||||
Costs of sales
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929
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938
|
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1,813
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1,736
|
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||||
Gross margin
|
931
|
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822
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1,704
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1,491
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|
||||
Selling, general and administrative expenses
|
351
|
|
|
316
|
|
|
676
|
|
|
594
|
|
||||
Research and development expenditures
|
170
|
|
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162
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|
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333
|
|
|
314
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|
||||
Other charges
|
61
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|
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71
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|
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116
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|
|
138
|
|
||||
Operating earnings
|
349
|
|
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273
|
|
|
579
|
|
|
445
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
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(56
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)
|
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(58
|
)
|
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(111
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)
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(104
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)
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||||
Gains (losses) on sales of investments and businesses, net
|
3
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(1
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)
|
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4
|
|
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10
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||||
Other, net
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(21
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)
|
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13
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(12
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)
|
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16
|
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||||
Total other expense
|
(74
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)
|
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(46
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)
|
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(119
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)
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(78
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)
|
||||
Net earnings before income taxes
|
275
|
|
|
227
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|
|
460
|
|
|
367
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||||
Income tax expense
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67
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46
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|
100
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69
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||||
Net earnings
|
208
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|
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181
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|
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360
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|
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298
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||||
Less: Earnings attributable to non-controlling interests
|
1
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|
|
1
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|
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2
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|
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1
|
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||||
Net earnings attributable to Motorola Solutions, Inc.
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$
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207
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$
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180
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$
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358
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$
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297
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Earnings per common share:
|
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||||||||
Basic
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$
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1.25
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$
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1.11
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$
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2.18
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$
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1.83
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Diluted
|
$
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1.18
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$
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1.05
|
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$
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2.04
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$
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1.73
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||||||||
Weighted average common shares outstanding:
|
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||||||||
Basic
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164.9
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162.2
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164.4
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161.7
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||||
Diluted
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176.1
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171.7
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175.3
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171.1
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Three Months Ended
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Six Months Ended
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||||||||||||
(In millions)
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June 29,
2019 |
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June 30,
2018 |
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June 29,
2019 |
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June 30,
2018 |
||||||||
Net earnings
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$
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208
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$
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181
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$
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360
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$
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298
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Other comprehensive income (loss), net of tax (Note 4):
|
|
|
|
|
|
|
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||||||||
Foreign currency translation adjustments
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(23
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)
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(86
|
)
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|
7
|
|
|
(38
|
)
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||||
Marketable securities
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—
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|
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—
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—
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(6
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)
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||||
Defined benefit plans
|
10
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14
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21
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|
|
26
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|
||||
Total other comprehensive loss, net of tax
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(13
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)
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(72
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)
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28
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(18
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)
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||||
Comprehensive income
|
195
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|
|
109
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388
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|
|
280
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|
||||
Less: Earnings attributable to non-controlling interests
|
1
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|
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1
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2
|
|
|
1
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||||
Comprehensive income attributable to Motorola Solutions, Inc. common shareholders
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$
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194
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$
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108
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$
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386
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$
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279
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(In millions, except par value)
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June 29,
2019 |
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December 31,
2018 |
||||
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(Unaudited)
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|
||||
ASSETS
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|||||||
Cash and cash equivalents
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$
|
953
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$
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1,246
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Restricted cash
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11
|
|
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11
|
|
||
Total cash and cash equivalents
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964
|
|
|
1,257
|
|
||
Accounts receivable, net
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1,206
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1,293
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|
||
Contract assets
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913
|
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1,012
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|
||
Inventories, net
|
424
|
|
|
356
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|
||
Other current assets
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324
|
|
|
354
|
|
||
Total current assets
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3,831
|
|
|
4,272
|
|
||
Property, plant and equipment, net
|
940
|
|
|
895
|
|
||
Operating lease assets
|
567
|
|
|
—
|
|
||
Investments
|
175
|
|
|
169
|
|
||
Deferred income taxes
|
913
|
|
|
985
|
|
||
Goodwill
|
1,852
|
|
|
1,514
|
|
||
Intangible assets, net
|
1,332
|
|
|
1,230
|
|
||
Other assets
|
364
|
|
|
344
|
|
||
Total assets
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$
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9,974
|
|
|
$
|
9,409
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current portion of long-term debt
|
$
|
28
|
|
|
$
|
31
|
|
Accounts payable
|
544
|
|
|
592
|
|
||
Contract liabilities
|
1,187
|
|
|
1,263
|
|
||
Accrued liabilities
|
1,117
|
|
|
1,210
|
|
||
Total current liabilities
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2,876
|
|
|
3,096
|
|
||
Long-term debt
|
5,315
|
|
|
5,289
|
|
||
Operating lease liabilities
|
504
|
|
|
—
|
|
||
Other liabilities
|
2,233
|
|
|
2,300
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Common stock, $.01 par value:
|
2
|
|
|
2
|
|
||
Authorized shares: 600.0
|
|
|
|
||||
Issued shares: 6/29/19—165.7; 12/31/18—164.0
|
|
|
|
||||
Outstanding shares: 6/29/19—165.1; 12/31/18—163.5
|
|
|
|
||||
Additional paid-in capital
|
714
|
|
|
419
|
|
||
Retained earnings
|
1,051
|
|
|
1,051
|
|
||
Accumulated other comprehensive loss
|
(2,737
|
)
|
|
(2,765
|
)
|
||
Total Motorola Solutions, Inc. stockholders’ equity (deficit)
|
(970
|
)
|
|
(1,293
|
)
|
||
Non-controlling interests
|
16
|
|
|
17
|
|
||
Total stockholders’ equity (deficit)
|
(954
|
)
|
|
(1,276
|
)
|
||
Total liabilities and stockholders’ equity
|
$
|
9,974
|
|
|
$
|
9,409
|
|
(In millions)
|
Shares
|
|
Common Stock and Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained
Earnings |
|
Noncontrolling
Interests |
|||||||||
Balance as of December 31, 2018
|
164.0
|
|
|
$
|
421
|
|
|
$
|
(2,765
|
)
|
|
$
|
1,051
|
|
|
$
|
17
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
151
|
|
|
1
|
|
||||
Other comprehensive income
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
||||
Issuance of common stock and stock options exercised
|
1.2
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
||||
Share repurchase program
|
(1.2
|
)
|
|
|
|
|
|
|
|
(145
|
)
|
|
|
|
||||
Share-based compensation expense
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
||||
Issuance of common stock for acquisition of VaaS
|
1.4
|
|
|
160
|
|
|
|
|
|
|
|
|
||||||
Dividends declared $0.57 per share
|
|
|
|
|
|
|
|
|
|
(94
|
)
|
|
|
|
||||
Balance as of March 30, 2019
|
165.4
|
|
|
$
|
653
|
|
|
$
|
(2,724
|
)
|
|
$
|
963
|
|
|
$
|
18
|
|
Net earnings
|
|
|
|
|
|
|
207
|
|
|
1
|
|
|||||||
Other comprehensive loss
|
|
|
|
|
(13
|
)
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
0.5
|
|
|
33
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(0.2
|
)
|
|
|
|
|
|
(25
|
)
|
|
|
|||||||
Share-based compensation expense
|
|
|
30
|
|
|
|
|
|
|
|
||||||||
Dividends declared $0.57 per share
|
|
|
|
|
|
|
(94
|
)
|
|
|
||||||||
Dividends paid to non-controlling interest on subsidiary common stock
|
|
|
|
|
|
|
|
|
(3
|
)
|
||||||||
Balance as of June 29, 2019
|
165.7
|
|
|
$
|
716
|
|
|
$
|
(2,737
|
)
|
|
$
|
1,051
|
|
|
$
|
16
|
|
(In millions)
|
Shares
|
|
Common Stock and Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained
Earnings |
|
Noncontrolling
Interests |
|||||||||
Balance as of December 31, 2017
|
161.6
|
|
|
$
|
353
|
|
|
$
|
(2,562
|
)
|
|
$
|
467
|
|
|
$
|
15
|
|
Net earnings
|
|
|
|
|
|
|
117
|
|
|
|
||||||||
Other comprehensive income
|
|
|
|
|
54
|
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
1.7
|
|
|
53
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(0.6
|
)
|
|
|
|
|
|
(66
|
)
|
|
|
|||||||
Share-based compensation expense
|
|
|
17
|
|
|
|
|
|
|
|
||||||||
ASU 2016-16 modified retrospective adoption
|
|
|
|
|
|
|
(30
|
)
|
|
|
||||||||
ASU 2014-09 modified retrospective adoption
|
|
|
|
|
|
|
127
|
|
|
|
||||||||
Dividends declared $0.52 per share
|
|
|
|
|
|
|
(84
|
)
|
|
|
||||||||
Balance as of March 31, 2018
|
162.7
|
|
|
$
|
423
|
|
|
$
|
(2,508
|
)
|
|
$
|
531
|
|
|
$
|
15
|
|
Net earnings
|
|
|
|
|
|
|
180
|
|
|
1
|
|
|||||||
Other comprehensive loss
|
|
|
|
|
(72
|
)
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
0.1
|
|
|
6
|
|
|
|
|
|
|
|
|||||||
Share-based compensation expense
|
|
|
17
|
|
|
|
|
|
|
|
||||||||
Dividends declared $0.52 per share
|
|
|
|
|
|
|
(84
|
)
|
|
|
|
|||||||
Dividends paid to non-controlling interest on subsidiary common stock
|
|
|
|
|
|
|
|
|
(1
|
)
|
||||||||
Balance as of June 30, 2018
|
162.8
|
|
|
$
|
446
|
|
|
$
|
(2,580
|
)
|
|
$
|
627
|
|
|
$
|
15
|
|
|
Six Months Ended
|
||||||
(In millions)
|
June 29,
2019 |
|
June 30,
2018 |
||||
Operating
|
|
|
|
||||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
358
|
|
|
$
|
297
|
|
Earnings attributable to non-controlling interests
|
2
|
|
|
1
|
|
||
Net earnings
|
360
|
|
|
298
|
|
||
Adjustments to reconcile Net earnings to Net cash provided by (used for) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
191
|
|
|
178
|
|
||
Non-cash other charges
|
4
|
|
|
6
|
|
||
Share-based compensation expense
|
57
|
|
|
34
|
|
||
Gains on sales of investments and businesses, net
|
(4
|
)
|
|
(10
|
)
|
||
Loss from the extinguishment of long term debt
|
43
|
|
|
—
|
|
||
Changes in assets and liabilities, net of effects of acquisitions, dispositions, and foreign currency translation adjustments:
|
|
|
|
||||
Accounts receivable
|
110
|
|
|
206
|
|
||
Inventories
|
(61
|
)
|
|
37
|
|
||
Other current assets and contract assets
|
128
|
|
|
43
|
|
||
Accounts payable, accrued liabilities, and contract liabilities
|
(345
|
)
|
|
(340
|
)
|
||
Other assets and liabilities
|
2
|
|
|
(558
|
)
|
||
Deferred income taxes
|
17
|
|
|
31
|
|
||
Net cash provided by (used for) operating activities
|
502
|
|
|
(75
|
)
|
||
Investing
|
|
|
|
||||
Acquisitions and investments, net
|
(371
|
)
|
|
(1,153
|
)
|
||
Proceeds from sales of investments and businesses, net
|
10
|
|
|
79
|
|
||
Capital expenditures
|
(129
|
)
|
|
(82
|
)
|
||
Net cash used for investing activities
|
(490
|
)
|
|
(1,156
|
)
|
||
Financing
|
|
|
|
||||
Repayment of debt
|
(666
|
)
|
|
(197
|
)
|
||
Net proceeds from issuance of debt
|
645
|
|
|
1,295
|
|
||
Issuance of common stock
|
70
|
|
|
59
|
|
||
Purchases of common stock
|
(170
|
)
|
|
(66
|
)
|
||
Payments of dividends
|
(187
|
)
|
|
(168
|
)
|
||
Payments of dividends to non-controlling interests
|
(3
|
)
|
|
(1
|
)
|
||
Net cash provided by (used for) financing activities
|
(311
|
)
|
|
922
|
|
||
Effect of exchange rate changes on total cash and cash equivalents
|
6
|
|
|
(18
|
)
|
||
Net decrease in total cash and cash equivalents
|
(293
|
)
|
|
(327
|
)
|
||
Total cash and cash equivalents, beginning of period
|
1,257
|
|
|
1,268
|
|
||
Total cash and cash equivalents, end of period
|
$
|
964
|
|
|
$
|
941
|
|
Supplemental Cash Flow Information
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest, net
|
$
|
112
|
|
|
$
|
93
|
|
Income and withholding taxes, net of refunds
|
70
|
|
|
56
|
|
1.
|
Basis of Presentation
|
|
Three Months Ended
|
||||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
||||||||||||
|
Products and Systems Integration
|
|
Services and Software
|
|
Products and Systems Integration
|
|
Services and Software
|
||||||||
Regions:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
969
|
|
|
$
|
378
|
|
|
$
|
878
|
|
|
$
|
331
|
|
EMEA
|
152
|
|
|
204
|
|
|
188
|
|
|
194
|
|
||||
Asia Pacific
|
117
|
|
|
40
|
|
|
123
|
|
|
46
|
|
||||
|
$
|
1,238
|
|
|
$
|
622
|
|
|
$
|
1,189
|
|
|
$
|
571
|
|
|
|
|
|
|
|
|
|
||||||||
Major Products and Services:
|
|
|
|
|
|
|
|
||||||||
Devices
|
$
|
809
|
|
|
$
|
—
|
|
|
$
|
725
|
|
|
$
|
—
|
|
Systems and Systems Integration
|
429
|
|
|
—
|
|
|
464
|
|
|
—
|
|
||||
Services
|
—
|
|
|
469
|
|
|
—
|
|
|
456
|
|
||||
Software
|
—
|
|
|
153
|
|
|
—
|
|
|
115
|
|
||||
|
$
|
1,238
|
|
|
$
|
622
|
|
|
$
|
1,189
|
|
|
$
|
571
|
|
|
|
|
|
|
|
|
|
||||||||
Customer Type:
|
|
|
|
|
|
|
|
||||||||
Direct
|
$
|
771
|
|
|
$
|
582
|
|
|
$
|
740
|
|
|
$
|
537
|
|
Indirect
|
467
|
|
|
40
|
|
|
449
|
|
|
34
|
|
||||
|
$
|
1,238
|
|
|
$
|
622
|
|
|
$
|
1,189
|
|
|
$
|
571
|
|
|
Six Months Ended
|
||||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
||||||||||||
|
Products and Systems Integration
|
|
Services and Software
|
|
Products and Systems Integration
|
|
Services and Software
|
||||||||
Regions:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
1,782
|
|
|
$
|
730
|
|
|
$
|
1,576
|
|
|
$
|
627
|
|
EMEA
|
317
|
|
|
402
|
|
|
345
|
|
|
375
|
|
||||
Asia Pacific
|
208
|
|
|
78
|
|
|
220
|
|
|
84
|
|
||||
|
$
|
2,307
|
|
|
$
|
1,210
|
|
|
$
|
2,141
|
|
|
$
|
1,086
|
|
|
|
|
|
|
|
|
|
||||||||
Major Products and Services:
|
|
|
|
|
|
|
|
||||||||
Devices
|
$
|
1,495
|
|
|
$
|
—
|
|
|
$
|
1,356
|
|
|
$
|
—
|
|
Systems and Systems Integration
|
812
|
|
|
—
|
|
|
785
|
|
|
—
|
|
||||
Services
|
—
|
|
|
921
|
|
|
—
|
|
|
902
|
|
||||
Software
|
—
|
|
|
289
|
|
|
—
|
|
|
184
|
|
||||
|
$
|
2,307
|
|
|
$
|
1,210
|
|
|
$
|
2,141
|
|
|
$
|
1,086
|
|
|
|
|
|
|
|
|
|
||||||||
Customer Type:
|
|
|
|
|
|
|
|
||||||||
Direct
|
$
|
1,429
|
|
|
$
|
1,135
|
|
|
$
|
1,357
|
|
|
$
|
1,042
|
|
Indirect
|
878
|
|
|
75
|
|
|
784
|
|
|
44
|
|
||||
|
$
|
2,307
|
|
|
$
|
1,210
|
|
|
$
|
2,141
|
|
|
$
|
1,086
|
|
|
June 29, 2019
|
|
December 31, 2018
|
||||
Accounts receivable, net
|
$
|
1,206
|
|
|
$
|
1,293
|
|
Contract assets
|
913
|
|
|
1,012
|
|
||
Contract liabilities
|
1,187
|
|
|
1,263
|
|
||
Non-current contract liabilities
|
263
|
|
|
214
|
|
|
June 29, 2019
|
|
December 31, 2018
|
||||
Current contract cost assets
|
$
|
37
|
|
|
$
|
30
|
|
Non-current contract cost assets
|
98
|
|
|
98
|
|
June 29, 2019
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
Lease expense:
|
|
|
|
|
||||
Operating lease cost
|
|
$
|
33
|
|
|
$
|
65
|
|
Finance lease cost
|
|
|
|
|
||||
Amortization of right-of-use assets
|
|
3
|
|
|
6
|
|
||
Interest on lease liabilities
|
|
—
|
|
|
1
|
|
||
Total finance lease cost
|
|
3
|
|
|
7
|
|
||
Short-term lease cost
|
|
1
|
|
|
3
|
|
||
Variable cost
|
|
8
|
|
|
17
|
|
||
Sublease income
|
|
(1
|
)
|
|
(2
|
)
|
||
Net lease expense
|
|
$
|
44
|
|
|
$
|
90
|
|
|
|
Statement Line Classification
|
|
June 29, 2019
|
||
Assets:
|
|
|
|
|
||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
567
|
|
Finance lease assets
|
|
Property, plant, and equipment, net
|
|
50
|
|
|
|
|
|
|
$
|
617
|
|
Current liabilities:
|
|
|
|
|
||
Operating lease liabilities
|
|
Accrued liabilities
|
|
$
|
118
|
|
Finance lease liabilities
|
|
Current portion of long-term debt
|
|
14
|
|
|
|
|
|
|
$
|
132
|
|
Non-current liabilities:
|
|
|
|
|
||
Operating lease liabilities
|
|
Operating lease liabilities
|
|
$
|
504
|
|
Finance lease liabilities
|
|
Long-term debt
|
|
22
|
|
|
|
|
|
|
$
|
526
|
|
|
Six Months Ended
|
||
|
June 29, 2019
|
||
Supplemental cash flow information:
|
|
||
Net cash used for operating activities related to operating leases
|
$
|
80
|
|
Net cash used for operating activities related to finance leases
|
1
|
|
|
Net cash used for financing activities related to finance leases
|
8
|
|
|
Assets obtained in exchange for lease liabilities:
|
|
||
Operating leases
|
$
|
45
|
|
|
June 29, 2019
|
|
Weighted average remaining lease terms (years):
|
|
|
Operating leases
|
8
|
|
Finance leases
|
3
|
|
Weighted average discount rate:
|
|
|
Operating leases
|
3.76
|
%
|
Finance leases
|
4.97
|
%
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2019
|
$
|
58
|
|
|
$
|
8
|
|
|
$
|
66
|
|
2020
|
136
|
|
|
14
|
|
|
150
|
|
|||
2021
|
121
|
|
|
12
|
|
|
133
|
|
|||
2022
|
105
|
|
|
5
|
|
|
110
|
|
|||
2023
|
55
|
|
|
—
|
|
|
55
|
|
|||
Thereafter
|
247
|
|
|
—
|
|
|
247
|
|
|||
Total lease payments
|
722
|
|
|
39
|
|
|
761
|
|
|||
Less: Interest
|
100
|
|
|
3
|
|
|
103
|
|
|||
Present value of lease liabilities
|
$
|
622
|
|
|
$
|
36
|
|
|
$
|
658
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Beyond
|
|
||||||
$
|
131
|
|
$
|
120
|
|
$
|
112
|
|
$
|
101
|
|
$
|
54
|
|
$
|
204
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Other charges:
|
|
|
|
|
|
|
|
||||||||
Intangibles amortization (Note 15)
|
$
|
52
|
|
|
$
|
53
|
|
|
$
|
102
|
|
|
$
|
94
|
|
Reorganization of business (Note 14)
|
8
|
|
|
18
|
|
|
12
|
|
|
26
|
|
||||
Legal settlements
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Acquisition-related transaction fees
|
—
|
|
|
—
|
|
|
2
|
|
|
17
|
|
||||
|
$
|
61
|
|
|
$
|
71
|
|
|
$
|
116
|
|
|
$
|
138
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Interest income (expense), net:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
(59
|
)
|
|
$
|
(63
|
)
|
|
$
|
(119
|
)
|
|
$
|
(117
|
)
|
Interest income
|
3
|
|
|
5
|
|
|
8
|
|
|
13
|
|
||||
|
$
|
(56
|
)
|
|
$
|
(58
|
)
|
|
$
|
(111
|
)
|
|
$
|
(104
|
)
|
Other,net:
|
|
|
|
|
|
|
|
||||||||
Net periodic pension and postretirement benefit (Note 8)
|
$
|
17
|
|
|
$
|
20
|
|
|
$
|
33
|
|
|
$
|
40
|
|
Loss from the extinguishment of long-term debt (Note 5)
|
(43
|
)
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
||||
Investment impairments
|
(3
|
)
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
||||
Foreign currency gain (loss)
|
(7
|
)
|
|
11
|
|
|
(11
|
)
|
|
—
|
|
||||
Loss on derivative instruments
|
(3
|
)
|
|
(19
|
)
|
|
(7
|
)
|
|
(23
|
)
|
||||
Gains on equity method investments
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Fair value adjustments to equity investments
|
16
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Other
|
2
|
|
|
1
|
|
|
11
|
|
|
(2
|
)
|
||||
|
$
|
(21
|
)
|
|
$
|
13
|
|
|
$
|
(12
|
)
|
|
$
|
16
|
|
|
Amounts attributable to Motorola Solutions, Inc. common stockholders
|
||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Earnings
|
$
|
207
|
|
|
$
|
180
|
|
|
$
|
358
|
|
|
$
|
297
|
|
Weighted average common shares outstanding
|
164.9
|
|
|
162.2
|
|
|
164.4
|
|
|
161.7
|
|
||||
Per share amount
|
$
|
1.25
|
|
|
$
|
1.11
|
|
|
$
|
2.18
|
|
|
$
|
1.83
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Earnings
|
$
|
207
|
|
|
$
|
180
|
|
|
$
|
358
|
|
|
$
|
297
|
|
Weighted average common shares outstanding
|
164.9
|
|
|
162.2
|
|
|
164.4
|
|
|
161.7
|
|
||||
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Share-based awards
|
4.6
|
|
|
3.8
|
|
|
4.7
|
|
|
4.0
|
|
||||
Senior Convertible Notes
|
6.6
|
|
|
5.7
|
|
|
6.2
|
|
|
5.4
|
|
||||
Diluted weighted average common shares outstanding
|
176.1
|
|
|
171.7
|
|
|
175.3
|
|
|
171.1
|
|
||||
Per share amount
|
$
|
1.18
|
|
|
$
|
1.05
|
|
|
$
|
2.04
|
|
|
$
|
1.73
|
|
|
June 29,
2019 |
|
December 31,
2018 |
||||
Accounts receivable
|
$
|
1,264
|
|
|
$
|
1,344
|
|
Less allowance for doubtful accounts
|
(58
|
)
|
|
(51
|
)
|
||
|
$
|
1,206
|
|
|
$
|
1,293
|
|
|
June 29,
2019 |
|
December 31,
2018 |
||||
Finished goods
|
$
|
233
|
|
|
$
|
206
|
|
Work-in-process and production materials
|
335
|
|
|
293
|
|
||
|
568
|
|
|
499
|
|
||
Less inventory reserves
|
(144
|
)
|
|
(143
|
)
|
||
|
$
|
424
|
|
|
$
|
356
|
|
|
June 29,
2019 |
|
December 31,
2018 |
||||
Current contract cost assets (Note 2)
|
$
|
37
|
|
|
$
|
30
|
|
Tax-related deposits
|
106
|
|
|
138
|
|
||
Other
|
181
|
|
|
186
|
|
||
|
$
|
324
|
|
|
$
|
354
|
|
|
June 29,
2019 |
|
December 31,
2018 |
||||
Land
|
$
|
10
|
|
|
$
|
10
|
|
Leasehold improvements
|
377
|
|
|
362
|
|
||
Machinery and equipment
|
1,938
|
|
|
1,886
|
|
||
|
2,325
|
|
|
2,258
|
|
||
Less accumulated depreciation
|
(1,385
|
)
|
|
(1,363
|
)
|
||
|
$
|
940
|
|
|
$
|
895
|
|
|
June 29,
2019 |
|
December 31, 2018
|
||||
Corporate bonds
|
$
|
—
|
|
|
$
|
1
|
|
Common stock
|
42
|
|
|
19
|
|
||
Strategic investments, at cost
|
40
|
|
|
62
|
|
||
Company-owned life insurance policies
|
76
|
|
|
75
|
|
||
Equity method investments
|
17
|
|
|
12
|
|
||
|
$
|
175
|
|
|
$
|
169
|
|
|
June 29,
2019 |
|
December 31,
2018 |
||||
Defined benefit plan assets (Note 8)
|
$
|
163
|
|
|
$
|
135
|
|
Tax receivable
|
39
|
|
|
39
|
|
||
Non-current contract cost assets (Note 2)
|
98
|
|
|
98
|
|
||
Other
|
64
|
|
|
72
|
|
||
|
$
|
364
|
|
|
$
|
344
|
|
|
June 29,
2019 |
|
December 31,
2018 |
||||
Compensation
|
$
|
224
|
|
|
$
|
324
|
|
Tax liabilities
|
91
|
|
|
111
|
|
||
Dividend payable
|
94
|
|
|
93
|
|
||
Trade liabilities
|
146
|
|
|
185
|
|
||
Operating lease liabilities (Note 3)
|
118
|
|
|
—
|
|
||
Other
|
444
|
|
|
497
|
|
||
|
$
|
1,117
|
|
|
$
|
1,210
|
|
|
June 29,
2019 |
|
December 31,
2018 |
||||
Defined benefit plans (Note 8)
|
$
|
1,509
|
|
|
$
|
1,557
|
|
Non-current contract liabilities (Note 2)
|
263
|
|
|
214
|
|
||
Unrecognized tax benefits
|
52
|
|
|
51
|
|
||
Deferred income taxes
|
180
|
|
|
201
|
|
||
Other
|
229
|
|
|
277
|
|
||
|
$
|
2,233
|
|
|
$
|
2,300
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Foreign Currency Translation Adjustments:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(414
|
)
|
|
$
|
(305
|
)
|
|
$
|
(444
|
)
|
|
$
|
(353
|
)
|
Other comprehensive income (loss) before reclassification adjustment
|
(24
|
)
|
|
(81
|
)
|
|
10
|
|
|
(30
|
)
|
||||
Tax benefit (expense)
|
1
|
|
|
(5
|
)
|
|
(3
|
)
|
|
(8
|
)
|
||||
Other comprehensive income (loss), net of tax
|
(23
|
)
|
|
(86
|
)
|
|
7
|
|
|
(38
|
)
|
||||
Balance at end of period
|
$
|
(437
|
)
|
|
$
|
(391
|
)
|
|
$
|
(437
|
)
|
|
$
|
(391
|
)
|
Available-for-Sale Securities:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Reclassification adjustment into Gains on sales of investments and businesses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||
Tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Defined Benefit Plans:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(2,310
|
)
|
|
$
|
(2,203
|
)
|
|
$
|
(2,321
|
)
|
|
$
|
(2,215
|
)
|
Reclassification adjustment - Actuarial net losses into Other income (expense)
|
17
|
|
|
18
|
|
|
33
|
|
|
36
|
|
||||
Reclassification adjustment - Prior service benefits into Other income (expense)
|
(4
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|
(7
|
)
|
||||
Tax expense
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
|
(3
|
)
|
||||
Other comprehensive income, net of tax
|
10
|
|
|
14
|
|
|
21
|
|
|
26
|
|
||||
Balance at end of period
|
$
|
(2,300
|
)
|
|
$
|
(2,189
|
)
|
|
$
|
(2,300
|
)
|
|
$
|
(2,189
|
)
|
Total Accumulated other comprehensive loss
|
$
|
(2,737
|
)
|
|
$
|
(2,580
|
)
|
|
$
|
(2,737
|
)
|
|
$
|
(2,580
|
)
|
|
June 29,
2019 |
|
December 31,
2018 |
||||
2.0% Senior Convertible Notes due 2020
|
$
|
800
|
|
|
$
|
800
|
|
Term Loan due 2021
|
399
|
|
|
399
|
|
||
3.5% senior notes due 2021
|
149
|
|
|
397
|
|
||
3.75% senior notes due 2022
|
550
|
|
|
748
|
|
||
3.5% senior notes due 2023
|
596
|
|
|
596
|
|
||
4.0% senior notes due 2024
|
592
|
|
|
591
|
|
||
6.5% debentures due 2025
|
72
|
|
|
118
|
|
||
7.5% debentures due 2025
|
254
|
|
|
346
|
|
||
4.6% senior notes due 2028
|
690
|
|
|
690
|
|
||
6.5% debentures due 2028
|
24
|
|
|
36
|
|
||
4.6% senior notes due 2029
|
645
|
|
|
—
|
|
||
6.625% senior notes due 2037
|
37
|
|
|
54
|
|
||
5.5% senior notes due 2044
|
396
|
|
|
396
|
|
||
5.22% debentures due 2097
|
91
|
|
|
91
|
|
||
Other long-term debt
|
52
|
|
|
62
|
|
||
|
5,347
|
|
|
5,324
|
|
||
Adjustments for unamortized gains on interest rate swap terminations
|
(4
|
)
|
|
(4
|
)
|
||
Less: current portion
|
(28
|
)
|
|
(31
|
)
|
||
Long-term debt
|
$
|
5,315
|
|
|
$
|
5,289
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
June 29,
2019 |
|
December 31,
2018 |
||||
Euro
|
$
|
155
|
|
|
$
|
89
|
|
British pound
|
46
|
|
|
139
|
|
||
Canadian dollar
|
42
|
|
|
(39
|
)
|
||
Australian dollar
|
(107
|
)
|
|
(105
|
)
|
||
Chinese renminbi
|
(55
|
)
|
|
(55
|
)
|
|
Fair Values of Derivative Instruments
|
||||||
June 29, 2019
|
Other Current Assets
|
Accrued Liabilities
|
|||||
Derivatives designated as hedging instruments:
|
|
|
|
||||
Foreign exchange contracts
|
$
|
8
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Foreign exchange contracts
|
$
|
4
|
|
|
$
|
3
|
|
Total derivatives
|
$
|
12
|
|
|
$
|
3
|
|
|
Fair Values of Derivative Instruments
|
||||||
December 31, 2018
|
Other Current Assets
|
Accrued Liabilities
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Foreign exchange contracts
|
$
|
5
|
|
|
$
|
4
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Financial Statement Location
|
||||||||||||
Foreign Exchange Contracts
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
|
|||||||||
Effective portion
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
8
|
|
|
$
|
2
|
|
|
Accumulated other
comprehensive income |
Forward points recognized
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
Other income
|
||||
Undesignated derivatives recognized
|
(3
|
)
|
|
(19
|
)
|
|
(7
|
)
|
|
(23
|
)
|
|
Other expense
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Net earnings before income taxes
|
$
|
275
|
|
|
$
|
227
|
|
|
$
|
460
|
|
|
$
|
367
|
|
Income tax expense
|
67
|
|
|
46
|
|
|
100
|
|
|
69
|
|
||||
Effective tax rate
|
24
|
%
|
|
20
|
%
|
|
22
|
%
|
|
19
|
%
|
|
U.S. Pension Benefit Plans
|
|
Non-U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||
Three Months Ended
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
51
|
|
|
46
|
|
|
10
|
|
|
10
|
|
|
1
|
|
|
1
|
|
||||||
Expected return on plan assets
|
(69
|
)
|
|
(68
|
)
|
|
(21
|
)
|
|
(24
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized net loss
|
12
|
|
|
14
|
|
|
4
|
|
|
3
|
|
|
1
|
|
|
1
|
|
||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Net periodic pension benefits
|
$
|
(6
|
)
|
|
$
|
(8
|
)
|
|
$
|
(6
|
)
|
|
$
|
(10
|
)
|
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
|
U.S. Pension Benefit Plans
|
|
Non-U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||
Six Months Ended
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
102
|
|
|
92
|
|
|
20
|
|
|
20
|
|
|
1
|
|
|
1
|
|
||||||
Expected return on plan assets
|
(138
|
)
|
|
(136
|
)
|
|
(42
|
)
|
|
(48
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized net loss
|
23
|
|
|
28
|
|
|
8
|
|
|
6
|
|
|
2
|
|
|
2
|
|
||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Net periodic pension benefits
|
$
|
(13
|
)
|
|
$
|
(16
|
)
|
|
$
|
(12
|
)
|
|
$
|
(20
|
)
|
|
$
|
(9
|
)
|
|
$
|
(9
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Share-based compensation expense included in:
|
|
|
|
|
|
|
|
||||||||
Costs of sales
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
5
|
|
Selling, general and administrative expenses
|
15
|
|
|
11
|
|
|
31
|
|
|
21
|
|
||||
Research and development expenditures
|
12
|
|
|
4
|
|
|
19
|
|
|
8
|
|
||||
Share-based compensation expense included in Operating earnings
|
30
|
|
|
17
|
|
|
57
|
|
|
34
|
|
||||
Tax benefit
|
(5
|
)
|
|
(4
|
)
|
|
(10
|
)
|
|
(8
|
)
|
||||
Share-based compensation expense, net of tax
|
$
|
25
|
|
|
$
|
13
|
|
|
$
|
47
|
|
|
$
|
26
|
|
Decrease in basic earnings per share
|
$
|
(0.15
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.16
|
)
|
Decrease in diluted earnings per share
|
$
|
(0.14
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.15
|
)
|
|
2019 PSUs
|
|
Expected volatility of common stock
|
20.6
|
%
|
Expected volatility of the S&P 500
|
25.0
|
%
|
Risk-free interest rate
|
2.2
|
%
|
Dividend yield
|
1.6
|
%
|
June 29, 2019
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
12
|
|
Common stock
|
42
|
|
|
—
|
|
|
42
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
December 31, 2018
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Corporate bonds
|
1
|
|
|
—
|
|
|
1
|
|
|||
Common stock
|
19
|
|
|
—
|
|
|
19
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
June 29,
2019 |
|
December 31,
2018 |
||||
Long-term receivables, gross
|
$
|
28
|
|
|
$
|
33
|
|
Less allowance for losses
|
(2
|
)
|
|
(2
|
)
|
||
Long-term receivables
|
26
|
|
|
31
|
|
||
Less current portion
|
(10
|
)
|
|
(7
|
)
|
||
Non-current long-term receivables
|
$
|
16
|
|
|
$
|
24
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Accounts receivable sales proceeds
|
$
|
3
|
|
|
$
|
22
|
|
|
$
|
27
|
|
|
$
|
76
|
|
Long-term receivables sales proceeds
|
55
|
|
|
15
|
|
|
76
|
|
|
28
|
|
||||
Total proceeds from receivable sales
|
$
|
58
|
|
|
$
|
37
|
|
|
$
|
103
|
|
|
$
|
104
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Products and Systems Integration
|
$
|
1,238
|
|
|
$
|
1,189
|
|
|
$
|
2,307
|
|
|
$
|
2,141
|
|
Services and Software
|
622
|
|
|
571
|
|
|
1,210
|
|
|
1,086
|
|
||||
|
$
|
1,860
|
|
|
$
|
1,760
|
|
|
$
|
3,517
|
|
|
$
|
3,227
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Products and Systems Integration
|
$
|
201
|
|
|
$
|
175
|
|
|
$
|
310
|
|
|
$
|
265
|
|
Services and Software
|
148
|
|
|
98
|
|
|
269
|
|
|
180
|
|
||||
Operating earnings
|
349
|
|
|
273
|
|
|
579
|
|
|
445
|
|
||||
Total other expense
|
(74
|
)
|
|
(46
|
)
|
|
(119
|
)
|
|
(78
|
)
|
||||
Earnings before income taxes
|
$
|
275
|
|
|
$
|
227
|
|
|
$
|
460
|
|
|
$
|
367
|
|
June 29, 2019
|
Three Months Ended
|
|
Six Months Ended
|
||||
Products and Systems Integration
|
$
|
9
|
|
|
$
|
16
|
|
Services and Software
|
3
|
|
|
4
|
|
||
|
$
|
12
|
|
|
$
|
20
|
|
|
January 1, 2019
|
|
Additional
Charges
|
|
Adjustments
|
|
Amount
Used
|
|
June 29, 2019
|
||||||||||
Employee separation costs
|
$
|
84
|
|
|
$
|
30
|
|
|
$
|
(10
|
)
|
|
$
|
(28
|
)
|
|
$
|
76
|
|
June 30, 2018
|
Three Months Ended
|
|
Six Months Ended
|
||||
Products and Systems Integration
|
$
|
19
|
|
|
$
|
28
|
|
Services and Software
|
6
|
|
|
10
|
|
||
|
$
|
25
|
|
|
$
|
38
|
|
|
June 29, 2019
|
|
December 31, 2018
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Completed technology
|
$
|
701
|
|
|
$
|
119
|
|
|
$
|
558
|
|
|
$
|
92
|
|
Customer-related
|
1,147
|
|
|
434
|
|
|
1,085
|
|
|
364
|
|
||||
Other intangibles
|
76
|
|
|
39
|
|
|
76
|
|
|
33
|
|
||||
|
$
|
1,924
|
|
|
$
|
592
|
|
|
$
|
1,719
|
|
|
$
|
489
|
|
|
June 29, 2019
|
|
December 31, 2018
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Products and Systems Integration
|
$
|
610
|
|
|
$
|
59
|
|
|
$
|
510
|
|
|
$
|
38
|
|
Services and Software
|
1,314
|
|
|
533
|
|
|
1,209
|
|
|
451
|
|
||||
|
$
|
1,924
|
|
|
$
|
592
|
|
|
$
|
1,719
|
|
|
$
|
489
|
|
|
Products and Systems Integration
|
|
Services and Software
|
|
Total
|
||||||
Balance as of January 1, 2019
|
$
|
722
|
|
|
$
|
792
|
|
|
$
|
1,514
|
|
Goodwill acquired
|
146
|
|
|
183
|
|
|
329
|
|
|||
Purchase accounting adjustments
|
—
|
|
|
9
|
|
|
9
|
|
|||
Balance as of June 29, 2019
|
$
|
868
|
|
|
$
|
984
|
|
|
$
|
1,852
|
|
•
|
Net sales were $1.9 billion in the second quarter of 2019 compared to $1.8 billion in the second quarter of 2018. The increase is driven by growth in the Americas.
|
•
|
Operating earnings were $349 million in the second quarter of 2019 compared to $273 million in the second quarter of 2018.
|
•
|
Earnings attributable to Motorola Solutions, Inc. were $207 million, or $1.18 per diluted common share, in the second quarter of 2019, compared to $180 million, or $1.05 per diluted common share, in the second quarter of 2018.
|
•
|
Our operating cash flow increased $577 million to $502 million in the first half of 2019 compared to the first half of 2018. The increase is primarily driven by the $500 million debt-funded, voluntary contribution to our U.S. pension plan in the first half of 2018, compared to no material contributions to our U.S. pension plans in the first half of 2019.
|
•
|
We repurchased $170 million of common stock and paid $187 million in dividends in the first half of 2019.
|
•
|
In the Products and Systems Integration segment, net sales were $1.2 billion in the second quarter of 2019, an increase of $49 million, or 4%, compared to $1.2 billion in the second quarter of 2018. On a geographic basis, net sales increased in the Americas, partially offset by a decline in sales in the other regions, compared to the year-ago quarter. Operating earnings were $201 million in the second quarter of 2019, compared to $175 million in the second quarter of 2018. Operating margin increased in 2019 to 16.2% from 14.7% in 2018 driven by higher sales and gross margin, partially offset by higher operating expenses related to acquisitions and our video security solutions portfolio.
|
•
|
In the Services and Software segment, net sales were $622 million in the second quarter of 2019, an increase of $51 million, or 9%, compared to net sales of $571 million in the second quarter of 2018. On a geographic basis, net sales increased in the Americas and EMEA, partially offset by a decline in sales in AP, compared to the year-ago quarter. Operating earnings were $148 million in the second quarter of 2019, compared to $98 million in the second quarter of 2018. Operating margin increased in 2019 to 23.8% from 17.2% in 2018 driven by higher sales and gross margin.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
(Dollars in millions, except per share amounts)
|
June 29, 2019
|
|
% of
Sales* |
|
June 30, 2018
|
|
% of
Sales* |
|
June 29, 2019
|
|
% of
Sales*
|
|
June 30, 2018
|
|
% of
Sales*
|
||||||||||||
Net sales from products
|
$
|
1,118
|
|
|
|
|
$
|
1,042
|
|
|
|
|
$
|
2,063
|
|
|
|
|
$
|
1,842
|
|
|
|
||||
Net sales from services
|
742
|
|
|
|
|
718
|
|
|
|
|
1,454
|
|
|
|
|
1,385
|
|
|
|
||||||||
Net sales
|
1,860
|
|
|
|
|
1,760
|
|
|
|
|
3,517
|
|
|
|
|
3,227
|
|
|
|
||||||||
Costs of products sales
|
490
|
|
|
43.8
|
%
|
|
485
|
|
|
46.5
|
%
|
|
934
|
|
|
45.3
|
%
|
|
867
|
|
|
47.1
|
%
|
||||
Costs of services sales
|
439
|
|
|
59.2
|
%
|
|
453
|
|
|
63.1
|
%
|
|
879
|
|
|
60.5
|
%
|
|
869
|
|
|
62.7
|
%
|
||||
Costs of sales
|
929
|
|
|
|
|
938
|
|
|
|
|
1,813
|
|
|
|
|
1,736
|
|
|
|
||||||||
Gross margin
|
931
|
|
|
50.1
|
%
|
|
822
|
|
|
46.7
|
%
|
|
1,704
|
|
|
48.5
|
%
|
|
1,491
|
|
|
46.2
|
%
|
||||
Selling, general and administrative expenses
|
351
|
|
|
18.9
|
%
|
|
316
|
|
|
18.0
|
%
|
|
676
|
|
|
19.2
|
%
|
|
594
|
|
|
18.4
|
%
|
||||
Research and development expenditures
|
170
|
|
|
9.1
|
%
|
|
162
|
|
|
9.2
|
%
|
|
333
|
|
|
9.5
|
%
|
|
314
|
|
|
9.7
|
%
|
||||
Other charges
|
61
|
|
|
3.3
|
%
|
|
71
|
|
|
4.0
|
%
|
|
116
|
|
|
3.3
|
%
|
|
138
|
|
|
4.3
|
%
|
||||
Operating earnings
|
349
|
|
|
18.8
|
%
|
|
273
|
|
|
15.5
|
%
|
|
579
|
|
|
16.5
|
%
|
|
445
|
|
|
13.8
|
%
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
(56
|
)
|
|
(3.0
|
)%
|
|
(58
|
)
|
|
(3.3
|
)%
|
|
(111
|
)
|
|
(3.2
|
)%
|
|
(104
|
)
|
|
(3.2
|
)%
|
||||
Gains (losses) on sales of investments and businesses, net
|
3
|
|
|
0.2
|
%
|
|
(1
|
)
|
|
(0.1
|
)%
|
|
4
|
|
|
0.1
|
%
|
|
10
|
|
|
0.3
|
%
|
||||
Other, net
|
(21
|
)
|
|
(1.1
|
)%
|
|
13
|
|
|
0.7
|
%
|
|
(12
|
)
|
|
(0.3
|
)%
|
|
16
|
|
|
0.5
|
%
|
||||
Total other expense
|
(74
|
)
|
|
(4.0
|
)%
|
|
(46
|
)
|
|
(2.6
|
)%
|
|
(119
|
)
|
|
(3.4
|
)%
|
|
(78
|
)
|
|
(2.4
|
)%
|
||||
Net earnings before income taxes
|
275
|
|
|
14.8
|
%
|
|
227
|
|
|
12.9
|
%
|
|
460
|
|
|
13.1
|
%
|
|
367
|
|
|
11.4
|
%
|
||||
Income tax expense
|
67
|
|
|
3.6
|
%
|
|
46
|
|
|
2.6
|
%
|
|
100
|
|
|
2.8
|
%
|
|
69
|
|
|
2.1
|
%
|
||||
Net earnings
|
208
|
|
|
11.2
|
%
|
|
181
|
|
|
10.3
|
%
|
|
360
|
|
|
10.2
|
%
|
|
298
|
|
|
9.2
|
%
|
||||
Less: Earnings attributable to non-controlling interests
|
1
|
|
|
0.1
|
%
|
|
1
|
|
|
0.1
|
%
|
|
2
|
|
|
0.1
|
%
|
|
1
|
|
|
—
|
%
|
||||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
207
|
|
|
11.1
|
%
|
|
$
|
180
|
|
|
10.2
|
%
|
|
$
|
358
|
|
|
10.2
|
%
|
|
$
|
297
|
|
|
9.2
|
%
|
Earnings per diluted common share
|
$
|
1.18
|
|
|
|
|
|
$
|
1.05
|
|
|
|
|
|
$
|
2.04
|
|
|
|
|
$
|
1.73
|
|
|
|
|
Three Months Ended
|
|||||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
|
% Change
|
|||||
Net sales from Products and Systems Integration
|
$
|
1,238
|
|
|
$
|
1,189
|
|
|
4
|
%
|
Net sales from Services and Software
|
622
|
|
|
571
|
|
|
9
|
%
|
||
Net sales
|
$
|
1,860
|
|
|
$
|
1,760
|
|
|
6
|
%
|
•
|
growth in Devices primarily due to strong demand in the Americas inclusive of acquisitions;
|
•
|
$33 million of revenue from the acquisitions of VaaS and Avtec; and
|
•
|
partially offset by $37 million from unfavorable currency rates.
|
•
|
growth in the Americas region of 11% across both the Products and Systems Integration and the Services and Software segments, inclusive of revenue from acquisitions;
|
•
|
a decline in the EMEA region of 7% primarily due to two large system deployments in the Middle East and Africa within the Systems and Systems Integration portion of our Products and Systems Integration segment in the second quarter of 2018 and currency headwinds, partially offset by growth within Europe; and
|
•
|
a decline in the AP region of 7% due to currency headwinds and lower sales in China.
|
•
|
$16 million of revenue from the acquisitions of VaaS and Avtec which closed in the first quarter of 2019;
|
•
|
12% growth in Devices revenue primarily due to strong demand for land mobile radio ("LMR") and video cameras in the Americas inclusive of revenue from acquisitions; and
|
•
|
partially offset by an 8% decline in Systems and Systems Integration revenue in the second quarter of 2019, as compared to the second quarter of 2018 primarily due to two large system deployments in the Middle East and Africa in the second quarter of 2018.
|
•
|
$17 million of revenue from the acquisitions of VaaS and Avtec, which closed in the first quarter of 2019;
|
•
|
34% growth in Software, driven primarily by growth in our video security solutions portfolio and command center software sales inclusive of acquisitions; and
|
•
|
3% growth in Services, driven by growth in maintenance revenue, partially offset by unfavorable currency headwinds.
|
|
Three Months Ended
|
|||||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
|
% Change
|
|||||
Gross margin
|
$
|
931
|
|
|
$
|
822
|
|
|
13
|
%
|
•
|
higher margins in the Products and Systems Integration segment driven by a favorable mix of Devices to Systems and Systems Integration, as well as higher margin contribution from the acquisitions of VaaS and Avtec; and
|
•
|
higher margins within the Services and Software segment primarily driven by operational efficiencies in service delivery costs of our Services portfolio and higher margin contribution within our Software portfolio from acquisitions.
|
|
Three Months Ended
|
|||||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
|
% Change
|
|||||
Selling, general and administrative expenses
|
$
|
351
|
|
|
$
|
316
|
|
|
11
|
%
|
|
Three Months Ended
|
|||||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
|
% Change
|
|||||
Research and development expenditures
|
$
|
170
|
|
|
$
|
162
|
|
|
5
|
%
|
|
Three Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Other charges
|
$
|
61
|
|
|
$
|
71
|
|
|
Three Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Operating earnings from Products and Systems Integration
|
$
|
201
|
|
|
$
|
175
|
|
Operating earnings from Services and Software
|
148
|
|
|
98
|
|
||
Operating earnings
|
$
|
349
|
|
|
$
|
273
|
|
•
|
Services and Software segment, which was up $50 million from the second quarter of 2018 compared to the second quarter of 2019, primarily driven by higher sales and gross margin; and
|
•
|
Products and Systems Integration, which was up $26 million from the second quarter of 2018 compared to the second quarter of 2019, driven by higher sales and gross margin, partially offset by higher operating expenses related to acquisitions and our video security solutions portfolio.
|
|
Three Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Interest expense, net
|
$
|
(56
|
)
|
|
$
|
(58
|
)
|
|
Three Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Gains (losses) on sales of investments and businesses, net
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
Three Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Other, net
|
$
|
(21
|
)
|
|
$
|
13
|
|
•
|
a $43 million loss from the extinguishment of long-term debt in the second quarter of 2019;
|
•
|
foreign currency losses of $7 million in the second quarter of 2019 as compared to $11 million of gains in the second quarter of 2018;
|
•
|
$17 million of net periodic pension and postretirement benefit in the second quarter of 2019 as compared to $20 million in the second quarter of 2018; and
|
•
|
$3 million of investment impairments in the second quarter of 2019;
|
•
|
partially offset by a $3 million loss on derivative instruments in the second quarter of 2019 as compared to $19 million in the second quarter of 2018; and
|
•
|
$16 million of fair value adjustments to equity investments in the second quarter of 2019.
|
|
Three Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Income tax expense
|
$
|
67
|
|
|
$
|
46
|
|
|
Six Months Ended
|
|||||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
|
% Change
|
|||||
Net sales from Products and Systems Integration
|
$
|
2,307
|
|
|
$
|
2,141
|
|
|
8
|
%
|
Net sales from Services and Software
|
1,210
|
|
|
1,086
|
|
|
11
|
%
|
||
Net sales
|
$
|
3,517
|
|
|
$
|
3,227
|
|
|
9
|
%
|
•
|
$170 million of revenue from the acquisitions of VaaS and Avtec which closed in the first quarter of 2019 and Avigilon and Plant which were acquired towards the end of the first quarter of 2018;
|
•
|
growth in Devices due to strong demand across all regions inclusive of acquisitions; and
|
•
|
partially offset by $75 million from unfavorable currency rates.
|
•
|
growth in the Americas region of 14% across both the Products and Systems Integration and the Services and Software segments, inclusive of revenue from acquisitions;
|
•
|
flat sales in the EMEA region primarily due to growth in both Services and Software within our Services and Software segment and Devices within our Products and Systems Integration segment, inclusive of revenue from acquisitions, offset by currency headwinds and a decline in Systems and Systems Integration within our Products and Systems Integration segment due to two large system deployments in the Middle East and Africa during the first half of 2018; and
|
•
|
a decline in the AP region of 6% due to currency headwinds and lower sales in China.
|
•
|
$91 million of revenue from the acquisitions of Avtec and VaaS which closed in the first quarter of 2019 and Avigilon and Plant which were acquired near the end of the first quarter of 2018;
|
•
|
10% growth in Devices revenue primarily due to strong demand for LMR across all regions inclusive of acquisitions; and
|
•
|
3% growth in Systems and Systems Integration revenue in the first half of 2019, as compared to the first half of 2018 driven by system deployments in the Americas and incremental revenue from Avigilon which was acquired towards the end of the first quarter of 2018.
|
•
|
$79 million of revenue from the acquisitions of VaaS, which closed in the first quarter of 2019, and Avigilon and Plant, which were acquired near the end of the first quarter of 2018;
|
•
|
57% growth in Software, driven primarily by revenue from our video security solutions portfolio and growth in our command center software sales inclusive of acquisitions; and
|
•
|
2% growth in Services, driven by growth in maintenance revenues, and revenue from the acquisition of Plant, partially offset by unfavorable currency headwinds.
|
|
Six Months Ended
|
|||||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
|
% Change
|
|||||
Gross margin
|
$
|
1,704
|
|
|
$
|
1,491
|
|
|
14
|
%
|
•
|
higher margins in the Products and Systems Integration segment driven by both Devices and Systems and Systems Integration, as well as higher margin contribution from the acquisitions of VaaS and Avtec; and
|
•
|
higher margins within the Services and Software segment primarily driven by higher margin contribution within our Software portfolio from acquisitions and operational efficiencies in service delivery costs of our Services portfolio.
|
|
Six Months Ended
|
|||||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
|
% Change
|
|||||
Selling, general and administrative expenses
|
$
|
676
|
|
|
$
|
594
|
|
|
14
|
%
|
|
Six Months Ended
|
|||||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
|
% Change
|
|||||
Research and development expenditures
|
$
|
333
|
|
|
$
|
314
|
|
|
6
|
%
|
|
Six Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Other charges
|
$
|
116
|
|
|
$
|
138
|
|
•
|
$2 million of charges for acquisition-related transaction fees in the first half of 2019 as compared to $17 million in the first half of 2018; and
|
•
|
$12 million of net reorganization of business charges in the first half of 2019 as compared to $26 million in the first half of 2018, (see further detail in “Reorganization of Businesses” section);
|
•
|
partially offset by $102 million of amortization of intangibles in the first half of 2019 compared to $94 million in the first half of 2018, driven by acquisitions.
|
|
Six Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Operating earnings from Products and Systems Integration
|
$
|
310
|
|
|
$
|
265
|
|
Operating earnings from Services and Software
|
269
|
|
|
180
|
|
||
Operating earnings
|
$
|
579
|
|
|
$
|
445
|
|
•
|
Services and Software segment, which was up $89 million from the first half of 2018 compared to the first half of 2019, driven by higher sales and gross margin, and partially offset by higher operating expenses related to acquisitions; and
|
•
|
Products and Systems Integration, which was up $45 million from the first half of 2018 compared to the first half of 2019, driven by higher sales and gross margin, and partially offset by higher operating expenses related to acquisitions and our video security solutions portfolio.
|
|
Six Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Interest expense, net
|
$
|
(111
|
)
|
|
$
|
(104
|
)
|
|
Six Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Gains on sales of investments and businesses, net
|
$
|
4
|
|
|
$
|
10
|
|
|
Six Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Other, net
|
$
|
(12
|
)
|
|
$
|
16
|
|
•
|
a $43 million loss from the extinguishment of long-term debt in the first half of 2019;
|
•
|
foreign currency losses of $11 million in the first half of 2019;
|
•
|
$11 million of investment impairments in the first half of 2019; and
|
•
|
$33 million of net periodic pension and postretirement benefit in the first half of 2019 as compared to $40 million in the first half of 2018;
|
•
|
partially offset by a $7 million loss on derivative instruments in the first half of 2019 as compared to $23 million in the first half of 2018;
|
•
|
$15 million of fair value adjustments to equity investments in the first half of 2019; and
|
•
|
$11 million of other non-operating income in the first half of 2019 as compared to expense of $2 million in the first half of 2018.
|
|
Six Months Ended
|
||||||
(In millions)
|
June 29, 2019
|
|
June 30, 2018
|
||||
Income tax expense
|
$
|
100
|
|
|
$
|
69
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
Products and Systems Integration
|
$
|
9
|
|
|
$
|
19
|
|
|
$
|
16
|
|
|
$
|
28
|
|
Services and Software
|
3
|
|
|
6
|
|
|
4
|
|
|
10
|
|
||||
|
$
|
12
|
|
|
$
|
25
|
|
|
$
|
20
|
|
|
$
|
38
|
|
|
Six Months Ended
|
||||||
|
June 29,
2019 |
|
June 30,
2018 |
||||
Cash flows provided by (used for):
|
|
|
|
||||
Operating activities
|
$
|
502
|
|
|
$
|
(75
|
)
|
Investing activities
|
(490
|
)
|
|
(1,156
|
)
|
||
Financing activities
|
(311
|
)
|
|
922
|
|
||
Effect of exchange rates on cash and cash equivalents
|
6
|
|
|
(18
|
)
|
||
Decrease in cash and cash equivalents
|
$
|
(293
|
)
|
|
$
|
(327
|
)
|
•
|
a $500 million debt-funded voluntary contribution to our U.S. pension plan in the first half of 2018, compared to no material contributions to our U.S. pension plans in the first half of 2019; and
|
•
|
higher earnings in the first half of 2019 as compared to the first half of 2018;
|
•
|
partially offset by $19 million of higher interest payments in the first half of 2019 as compared to the first half of 2018 driven by additional debt issued towards the end of first quarter of 2018; and
|
•
|
$14 million of higher tax payments in the first half of 2019 as compared to the first half of 2018.
|
•
|
a $782 million decrease in acquisitions and investments, primarily driven by cash used for the purchases of VaaS and Avtec for $231 million and $136 million, respectively, as compared to the first half of 2018 when we made acquisitions of Avigilon and Plant Holdings for $903 million and $237 million, respectively; and
|
•
|
$69 million of lower proceeds from sales of investments and businesses, primarily driven by $60 million of excess cash withdrawn from company-sponsored life insurance investments in the first half of 2018; and
|
•
|
partially offset by a $47 million increase in capital expenditures in the first half of 2019 as compared to the first half of 2018, primarily due to the network builds including Airwave and ESN, as well as expenditures for Avigilon, information technology, and supply chain.
|
•
|
a $650 million decrease in debt issuance in the first half of 2019 as compared to the first half of 2018;
|
•
|
a $469 million increase in the repayment of debt in the first half of 2019 as compared to the first half of 2018;
|
•
|
a $104 million increase in our share repurchases in the first half of 2019 as compared to the first half of 2018; and
|
•
|
a $19 million increase in payments of dividends in the first half of 2019 as compared to the first half of 2018.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
Accounts receivable sales proceeds
|
$
|
3
|
|
|
$
|
22
|
|
|
$
|
27
|
|
|
$
|
76
|
|
Long-term receivables sales proceeds
|
55
|
|
|
15
|
|
|
76
|
|
|
28
|
|
||||
Total proceeds from sales of accounts receivable
|
$
|
58
|
|
|
$
|
37
|
|
|
$
|
103
|
|
|
$
|
104
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
June 29,
2019 |
|
December 31,
2018 |
||||
Euro
|
$
|
155
|
|
|
$
|
89
|
|
British pound
|
46
|
|
|
139
|
|
||
Canadian dollar
|
42
|
|
|
(39
|
)
|
||
Australian dollar
|
(107
|
)
|
|
(105
|
)
|
||
Chinese renminbi
|
(55
|
)
|
|
(55
|
)
|
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)
|
||||||
03/28/19 to 04/24/19
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,431,301,601
|
|
04/25/19 to 05/22/19
|
75,267
|
|
|
$
|
143.05
|
|
|
75,267
|
|
|
$
|
1,420,534,923
|
|
05/23/19 to 06/26/19
|
91,814
|
|
|
$
|
149.60
|
|
|
91,814
|
|
|
$
|
1,406,799,929
|
|
Total
|
167,081
|
|
|
$
|
146.65
|
|
|
167,081
|
|
|
|
(1)
|
Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.
|
(2)
|
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 June 29, 2019, the Company had used approximately $12.6 billion, including transaction costs, to repurchase shares, leaving $1.4 billion of authority available for future repurchases.
|
Exhibit No.
|
|
Exhibit
|
|
Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Section 16 Officers on or after May 13, 2019.
|
|
|
Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Gregory Q. Brown on or after May 13, 2019.
|
|
|
Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated May 13, 2019.
|
|
|
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
|
*
|
Filed herewith
|
|
MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. ©2019 Motorola Solutions, Inc. All rights reserved.
|
|
MOTOROLA SOLUTIONS, INC.
|
||
|
|
|
|
|
By:
|
|
/S/ DAN PEKOFSKE
|
|
|
|
Dan Pekofske
Corporate Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
Exhibit No.
|
|
Exhibit
|
*10.1
|
|
Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Section 16 Officers on or after May 13, 2019.
|
*10.2
|
|
Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Gregory Q. Brown on or after May 13, 2019.
|
*10.3
|
|
Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated May 13, 2019.
|
*31.1
|
|
Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*31.2
|
|
Certification of Gino A. Bonanotte pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*32.1
|
|
Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*32.2
|
|
Certification of Gino A. Bonanotte pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Scheme Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith
|
1.
|
Award of Performance Stock Units. The Company hereby grants to Grantee a target number of «Txt_Nbr_of_Shares» Motorola Solutions Performance Stock Units (the “PSUs”) subject to the terms and conditions set forth below and subject to adjustment as provided in the LRIP and the Omnibus Plan, which provides an opportunity to earn up to a maximum number of shares of Motorola Solutions Common Stock (“Common Stock”) equal to 250% of such target number. No PSU shall be paid unless earned in accordance with this agreement. All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee. The PSUs are granted pursuant to the Omnibus Plan and are subject to all of the terms and conditions of the Omnibus Plan, and shall only be subject to the LRIP as specifically referenced in this Award.
|
2.
|
Restrictions. The PSUs are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “Restrictions”):
|
a.
|
No Assignment. The PSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
|
b.
|
Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in the LRIP), including the recovery of liquidated damages, Grantee shall forfeit all PSUs. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.
|
(i)
|
Confidential Information. During the course of Grantee’s employment with the Company or any Subsidiary and thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Company Confidential Information (as defined in Section 20 below); and/or
|
(ii)
|
Solicitation of Employees. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire,
|
(iii)
|
Solicitation of Customers. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee, directly or indirectly, on behalf of Grantee or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company to any person, company or entity which was a customer or potential customer for such products or services and with which Grantee had direct or indirect contact regarding those products or services or about which Grantee learned Confidential Information (as defined in Section 20 below) at any time during the one year prior to Grantee’s termination of employment with the Company; and/or
|
(iv)
|
Non-Competition regarding Products or Services. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee, directly or indirectly, in any capacity, provides products or services competitive with or similar to products or services offered by the Company to any person, company or entity which was a customer for such products or services and with which customer Grantee had direct or indirect contact regarding those products or services or about which customer Grantee learned Confidential Information at any time during the one year prior to Grantee’s termination of employment with the Company; and/or
|
(v)
|
Non-Competition regarding Activities. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee engages in activities which are entirely or in part the same as or similar to activities in which Grantee engaged at any time during the one year preceding termination of Grantee’s employment with the Company, for any person, company or entity in connection with products, services or technological developments (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which Grantee worked at any time during the one year preceding termination of Grantee’s employment. This paragraph applies in countries in which Grantee has physically been present performing work for the Company at any time during the one year preceding termination of Grantee’s employment.
|
c.
|
Recoupment Policy. The PSUs are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement, as such policy is in effect on the Date of Grant (such policy, being the “Recoupment Policy”), as set forth in more detail in the LRIP.
|
3.
|
Earning. Subject to the remaining terms and conditions of this Award, and provided the PSUs have not been forfeited as described in Section 2 above, the PSUs will be earned as follows:
|
a.
|
Performance Period. The PSUs will be earned and payable, if at all, based on the Company’s performance from January 1, 2019 until December 31, 2021 (the “Performance Period”) to the extent provided in the following schedule, to be determined following the Compensation Committee’s certification of the achievement of the applicable performance criteria set forth in Appendix A (such date, the “Performance Certification Date”), which certification shall occur in no event later than March 15 of the year following the end of the Performance Period for which the PSUs may be earned:
|
(A)
PSUs Eligible to be Earned |
(B)
Payout Factor |
(C)
Number of PSUs Earned |
100% of Target PSU Award
|
See Appendix A for Payout Factors
|
Target PSU Award (Column A) times Payout Factor (Column B)
|
b.
|
Total and Permanent Disability or Death. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability (as defined in the LRIP) or death, in each case prior to the last day of the Performance Period, the target number of PSUs for the Performance Period shall become fully earned, assuming achievement of the applicable performance criteria at the target performance level, such that if the Award becomes earned pursuant to this Section 3(b), the Payout Factor shall be deemed to equal 1 (one).
|
c.
|
Certain Terminations of Employment. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to (i) a Divestiture (as defined in the LRIP) that occurs during the final calendar year of the Performance Period, (ii) Grantee’s termination of employment by Motorola Solutions or a Subsidiary for reasons other than for Serious Misconduct (as defined in the LRIP) during the final calendar year of the Performance Period, or (iii) Retirement (as defined in the LRIP) prior to the last day
|
4.
|
Payment and Settlement of Earned PSUs.
|
a.
|
General. Upon the earning of the PSUs described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of PSUs that have been earned; or (ii) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of PSUs that have been earned. Such earned PSUs shall be paid and settled as soon as practicable following the Performance Certification Date, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned.
|
b.
|
Total and Permanent Disability or Death. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability or death prior to the last day of the Performance Period (as described in Section 3(b) above), the PSUs that become earned pursuant to Section 3(b) shall be settled within 30 days of Grantee’s termination of employment due to Grantee’s Total and Permanent Disability or death.
|
c.
|
Certain Terminations of Employment. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to (i) a Divestiture (as defined in the LRIP) that occurs during the final calendar year of the Performance Period, (ii) Grantee’s termination of employment by Motorola Solutions or a Subsidiary for reasons other than for Serious Misconduct (as defined in the LRIP) during the final calendar year of the Performance Period, or (iii) Retirement (as defined in the LRIP) prior to the last day of the Performance Period (each as described in Section 3(c) above), the PSUs that become earned PSUs in accordance with Section 3(c) will be payable as soon as practicable following the Performance Certification Date, based on the applicable performance criteria set forth in Appendix A, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned; provided, however, that in the event that any of the events described in clauses (i), (ii), or (iii) above occurs prior to the end of the Performance Period and a Change in Control subsequently occurs after such event but prior to the end of the Performance Period, the PSUs that become earned PSUs in accordance with Section 3(c) shall be paid within 30 days of the consummation of such Change in Control.
|
5.
|
Change in Control.
|
a.
|
Notwithstanding anything in Sections 3 and 4 of this Award to the contrary, if a Change in Control of the Company occurs prior to the end of the Performance Period, and the successor corporation (or parent thereof) does not assume this Award or replace it with an economically
|
b.
|
Upon the occurrence of a Change in Control prior to the end of the Performance Period, all PSUs that become earned pursuant to Section 5(a) above by reason of the failure of the successor corporation (or parent thereof) in the Change in Control to assume this Award or replace it with an economically equivalent award shall be settled within 30 days of the consummation of the Change in Control.
|
c.
|
Upon the occurrence of a Change in Control prior to the end of the Performance Period and the subsequent assumption or replacement of this Award with an economically equivalent award by the successor corporation (or parent thereof) in the Change in Control, the settlement of any such assumed or replacement award that becomes payable to Grantee on account of Grantee’s Qualifying Termination shall be settled within 30 days following such Qualifying Termination; provided, however that in the event that the Grantee is eligible or becomes eligible for Retirement prior to a Qualifying Termination, such award will be settled no later than March 15 of the calendar year following later of (x) the calendar year in which the Change in Control occurs, or (y) the calendar year in which Grantee is eligible or becomes eligible for Retirement.
|
6.
|
Whole Shares. All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.
|
7.
|
Adjustments. The PSUs shall be subject to adjustment as provided in Section 16 of the Omnibus Plan.
|
8.
|
Dividends. No dividends (or dividend equivalents) shall be paid with respect to unearned PSUs credited to the Grantee’s account.
|
9.
|
Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the PSUs. With respect to a Grantee who is not subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) at the time applicable taxes are assessed the Company, in its sole discretion, may satisfy its tax withholding responsibilities, in whole or in part, by either (a) electing
|
10.
|
Voting and Other Rights.
|
a.
|
Grantee shall have no rights as a stockholder of the Company in respect of the PSUs, including the right to vote and to receive cash dividends and other distributions until delivery of certificate or equivalent representing shares of Common Stock in satisfaction of the PSUs.
|
b.
|
The grant of PSUs does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.
|
11.
|
Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any PSUs awarded hereunder. The grant of PSUs hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.
|
12.
|
Nature of Award. By accepting this agreement, the Grantee acknowledges his understanding that the grant of PSUs under this agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions’ decision to make this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment. Nor shall this or any such grant interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company. Grantee’s acceptance of this Award is voluntary. The Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.
|
13.
|
Acknowledgements. With respect to the PSUs, this agreement is the entire agreement with the Company. No waiver of any breach of any provision of this agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this agreement shall be severable and in the event that any provision of this agreement shall be found by any court as specified in Section 19 below to be unenforceable, in whole or in part, the remainder of this agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this agreement, Grantee affirmatively states that she or he has not, will not and cannot rely on any representations not expressly made herein.
|
14.
|
Motorola Solutions Assignment Rights. Motorola Solutions shall have the right to assign this agreement, which shall not affect the validity or enforceability of this agreement. This agreement shall inure to the benefit of assigns and successors of Motorola Solutions.
|
15.
|
Waiver. The failure of the Company to enforce at any time any provision of this agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.
|
16.
|
Actions by the Compensation Committee. The Compensation Committee may delegate its authority to administer this agreement consistent with applicable law. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.
|
17.
|
Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the LRIP and the Omnibus Plan. Motorola Solutions, its Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Solutions, or details of all PSUs or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the LRIP and/or the Omnibus Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the LRIP and the Omnibus Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the LRIP and/or the Omnibus Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the LRIP and/or the Omnibus Plan, including any requisite transfer of such Data as may be required for the administration of the LRIP and/or the Omnibus Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired pursuant to the LRIP and/or the Omnibus Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing consent may affect the Grantee’s ability to participate in the LRIP and the Omnibus Plan.
|
18.
|
Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of Section 2(b) above will be irreparable and further agrees the Company may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this agreement, any other agreements between the Grantee and the Company for the protection of the Company’s Confidential Information (as defined in Section 20) or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 19 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.
|
19.
|
Governing Law. All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or agreement shall be brought only in the state or federal courts of Illinois.
|
20.
|
Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this agreement shall have the same meaning provided under the LRIP and the Omnibus Plan.
|
a.
|
“Confidential Information” means information concerning the Company and its business that is not generally known outside the Company, and includes (i) trade secrets; (ii) intellectual property; (iii) the Company’s methods of operation and Company processes; (iv) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (v) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (vi) Company personnel data; (vii) Company business plans, marketing plans, financial data and projections; and (viii) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.
|
b.
|
“Fair Market Value” shall be the closing price for a share of Common Stock on the date on which any PSUs earned pursuant to this Award are paid in accordance with Section 4 above (such date, the “Payment Date”), as reported for the New York Stock Exchange-Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on the Payment Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the Payment Date.
|
21.
|
409A Compliance Applicable Only to Grantees Subject to U.S. Tax. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Solutions within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead be paid or delivered on the earlier of (a) the first day of the seventh month following the date of the Grantee’s termination of employment and (b) death. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.
|
22.
|
Plan Documents The Omnibus Plan and the Prospectus for the Omnibus Plan are available on the Motorola Solutions website at https://converge.motorolasolutions.com/community/hr/rewards/stock-programs and the LRIP is available at https://converge.motorolasolutions.com/groups/executive-rewards. If Grantee does not have access to the website, Grantee must contact
|
Relative TSR Payout Scale*
|
|
MSI 3-Year TSR Percentile Rank
|
Payout Factor**
|
90th – 100th Percentile
|
250%
|
80th – 89.99th Percentile
|
200%
|
70th – 79.99th Percentile
|
175%
|
60th – 69.99th Percentile
|
150%
|
55th – 59.99th Percentile
|
110%
|
50th – 54.99th Percentile
|
90%
|
45th – 49.99th Percentile
|
80%
|
35th – 44.99th Percentile
|
50%
|
30th – 34.99th Percentile
|
30%
|
< 30.00th Percentile
|
0%
|
1.
|
Award of Performance Stock Units. The Company hereby grants to Grantee a target number of «Txt_Nbr_of_Shares» Motorola Solutions Performance Stock Units (the “PSUs”) subject to the terms and conditions set forth below and the applicable terms of the Employment Agreement and subject to adjustment as provided in the LRIP and the Omnibus Plan, which provides an opportunity to earn up to a maximum number of shares of Motorola Solutions Common Stock (“Common Stock”) equal to 250% of such target number. No PSU shall be paid unless earned in accordance with this agreement. All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee. The PSUs are granted pursuant to the Omnibus Plan and are subject to all of the terms and conditions of the Omnibus Plan and the Employment Agreement, and shall only be subject to the LRIP as specifically referenced in this Award.
|
2.
|
Restrictions. The PSUs are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “Restrictions”):
|
a.
|
No Assignment. The PSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
|
b.
|
Restricted Conduct. Sections 7(a), (b) and (c) (together, the “Restrictive Covenants”) of the Employment Agreement are hereby incorporated by reference into this Award and shall apply as if fully set forth herein mutatis mutandis, and any capitalized terms used in such Sections 7(a), (b) and (c) shall have the meanings ascribed to such terms in the Employment Agreement. If Grantee breaches the Restrictive Covenants, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in the LRIP), Grantee shall forfeit all PSUs under this Award.
|
c.
|
Recoupment Policy. The PSUs are subject to the terms and conditions of the Company’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement, as such
|
3.
|
Earning. Subject to the remaining terms and conditions of this Award, and provided the PSUs have not been forfeited as described in Section 2 above, the PSUs will be earned as follows:
|
a.
|
Performance Period. The PSUs will be earned and payable, if at all, based on the Company’s performance from January 1, 2019 until December 31, 2021 (the “Performance Period”) to the extent provided in the following schedule, to be determined following the Compensation Committee’s certification of the achievement of the applicable performance criteria set forth in Appendix A (such date, the “Performance Certification Date”), which certification shall occur in no event later than March 15 of the year following the end of the Performance Period for which the PSUs may be earned:
|
(A)
PSUs Eligible to be Earned |
(B)
Payout Factor |
(C)
Number of PSUs Earned |
100% of Target PSU Award
|
See Appendix A for Payout Factors
|
Target PSU Award (Column A) times Payout Factor (Column B)
|
b.
|
Disability or Death. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Grantee’s death or Disability (as defined in the Employment Agreement), in each case prior to the last day of the Performance Period, the treatment of PSUs shall be governed by Sections 5(d) and (e) of the Employment Agreement, respectively.
|
c.
|
Qualifying Termination Outside of the Change of Control Protection Period. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries by the Company (other than (i) for Cause (as defined in the Employment Agreement), (ii) death, or (iii) Disability), or by Grantee for Good Reason (as defined in the Employment Agreement) (each of the foregoing events hereinafter referred to as a “Qualifying Termination”) prior to the last day of the Performance Period (other than during the Change of Control Protection Period (as defined in the Employment Agreement)), and if the PSUs have not been forfeited as described in Section 2 above, then such PSUs shall be governed by Section 5(a) of the Employment Agreement.
|
d.
|
Qualifying Termination During the Change of Control Protection Period. Upon the occurrence of a Qualifying Termination that occurs prior to the last day of the Performance Period but during the Change of Control Protection Period (as defined in the Employment Agreement), and if the PSUs have not been forfeited as described in Section 2 above, then the target number of PSUs for the Performance Period during which such Qualifying Termination occurs shall become fully earned, assuming achievement of the applicable performance criteria at the target performance level.
|
e.
|
Other Certain Terminations of Employment. Upon the occurrence of (i) Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to a Divestiture (which shall mean if Grantee accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold) that occurs during the final calendar year of the Performance Period, or (ii) Grantee becoming eligible for Retirement (which shall mean Grantee’s voluntary termination of employment prior to the end of the Performance Period (A) at or after age 55 with at least 10 years of service, (B) at or after age 60 with at least 5 years of service, or (C) at or after age 65), in each case, prior to the last day of the Performance Period, and if the PSUs have not been forfeited as described in Section 2 above, then a number of PSUs for the Performance Period shall remain subject to performance through the end of the Performance Period and shall become earned based upon actual achievement of the applicable performance criteria set forth in Appendix A for the Performance Period on a pro rata basis in an amount equal to (x) the number of PSUs under this Award that become earned based on actual performance as described in this Section 3(e), multiplied by (y) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of termination and the denominator of which is the number of months in the Performance Period.
|
4.
|
Payment and Settlement of Earned PSUs.
|
a.
|
General. Upon the earning of the PSUs described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of PSUs that have been earned; or (ii) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of PSUs that have been earned. Such earned PSUs shall be paid and settled as soon as practicable following the Performance Certification Date, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned.
|
b.
|
Disability or Death. Upon the occurrence of Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Disability or death prior to the last day of the Performance Period (as described in Section 3(b) above), the PSUs that become earned pursuant to the Employment Agreement shall be settled within 30 days of Grantee’s termination of employment due to Grantee’s Disability or death.
|
c.
|
Qualifying Termination Outside of the Change of Control Protection Period. Upon the occurrence of Grantee’s Qualifying Termination that occurs outside of the Change of Control Protection Period as described in Section 3(c) above, the PSUs that become earned PSUs in accordance with Section 3(c) will be payable as soon as practicable following the Performance Certification Date, based on the applicable performance criteria set forth in Appendix A, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned; provided, however, that in the event that such Qualifying Termination occurs prior to the end of the Performance Period and a Change of Control (as defined in the Employment Agreement) subsequently occurs after such Qualifying Termination but prior to the end of the Performance Period, the PSUs that become earned PSUs in accordance with Section 3(c) shall be paid within 30 days of the consummation of such Change of Control.
|
d.
|
Qualifying Termination During the Change of Control Protection Period. Upon the occurrence of Grantee’s Qualifying Termination that occurs the Change of Control Protection Period as described in Section 3(d) above, the payment of PSUs that become earned PSUs in accordance with Section 3(d) will be paid on the sixtieth (60th) day after the Qualifying Termination, subject to the terms and conditions set forth in Section 5(b) of the Employment Agreement, including, but not limited to, the execution and non-revocation of a release, as described in more detail therein.
|
e.
|
Other Certain Terminations of Employment. Upon the occurrence of (i) Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to a Divestiture that occurs during the final calendar year of the Performance Period, or (ii) Grantee becoming eligible for Retirement (each as described in Section 3(e) above), the PSUs that become earned PSUs in accordance with Section 3(e) will be payable as soon as practicable following the Performance Certification Date, based on the applicable performance criteria set forth in Appendix A, but in no event later than March 15 of the year following the end of the Performance Period for which the PSUs were earned; provided, however, that in the event that any of the events described in clauses (i) or (ii) above occurs prior to the end of the Performance Period and a Change of Control (as defined in the Employment Agreement) subsequently occurs after such event but prior to the end of the Performance Period, the PSUs that become earned PSUs in accordance with Section 3(e) shall be paid within 30 days of the consummation of such Change of Control.
|
5.
|
Whole Shares. All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.
|
6.
|
Adjustments. The PSUs shall be subject to adjustment as provided in Section 16 of the Omnibus Plan.
|
7.
|
Dividends. No dividends (or dividend equivalents) shall be paid with respect to unearned PSUs credited to the Grantee’s account.
|
8.
|
Withholding Taxes. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the PSUs. Grantee may satisfy any minimum statutory withholding obligation, in whole or in part, by electing to have the Company withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable PSUs that are earned, the Fair Market Value of which shall be determined on the Payment Date (as defined in Section 19 below) in accordance with Section 19 below, to satisfy such Grantee’s minimum statutory tax withholding obligation.
|
9.
|
Voting and Other Rights.
|
a.
|
Grantee shall have no rights as a stockholder of the Company in respect of the PSUs, including the right to vote and to receive cash dividends and other distributions until delivery of certificate or equivalent representing shares of Common Stock in satisfaction of the PSUs.
|
b.
|
The grant of PSUs does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.
|
10.
|
Funding. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any PSUs awarded hereunder. The grant of PSUs hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.
|
11.
|
Nature of Award. By accepting this agreement, the Grantee acknowledges his understanding that the grant of PSUs under this agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions’ decision to make this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment. Nor shall this or any such grant interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company. Grantee’s acceptance of this Award is voluntary. The Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.
|
12.
|
Acknowledgements. With respect to the PSUs, this agreement (and any provisions of the Employment Agreement incorporated into this Agreement) is the entire agreement with the Company. No waiver of any breach of any provision of this agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this agreement shall be severable and in the event that any provision of this agreement shall be found by any court as specified in Section 18 below to be unenforceable, in whole or in part, the remainder of this agreement shall nevertheless be enforceable and binding on the parties. Grantee hereby agrees that the court may modify any invalid, overbroad or unenforceable term of this agreement so that such term, as modified, is valid and enforceable under applicable law. Further, by accepting any Award under this agreement, Grantee affirmatively states that she or he has not, will not and cannot rely on any representations not expressly made herein.
|
13.
|
Motorola Solutions Assignment Rights. Motorola Solutions shall have the right to assign this agreement, which shall not affect the validity or enforceability of this agreement. This agreement shall inure to the benefit of assigns and successors of Motorola Solutions.
|
14.
|
Waiver. The failure of the Company to enforce at any time any provision of this agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.
|
15.
|
Actions by the Compensation Committee. The Compensation Committee may delegate its authority to administer this agreement consistent with applicable law. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.
|
16.
|
Consent to Transfer Personal Data. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the LRIP and the Omnibus Plan. Motorola Solutions, its Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Solutions, or details of all PSUs or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the LRIP and/or the Omnibus Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the LRIP and the Omnibus Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the LRIP and/or the Omnibus Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Grantee’s participation in the LRIP and/or the Omnibus Plan, including any requisite transfer of such Data as may be required for the administration of the LRIP and/or the Omnibus Plan and/or the subsequent holding of shares of stock on the Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any shares of stock acquired pursuant to the LRIP and/or the Omnibus Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing consent may affect the Grantee’s ability to participate in the LRIP and the Omnibus Plan.
|
17.
|
Remedies for Breach. Grantee hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of the Restrictive Covenants will be irreparable and further agrees the Company may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this agreement, any other agreements between the Grantee and the Company for the protection of the Company’s Confidential Information (as defined in the Employment Agreement) or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 18 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.
|
18.
|
Governing Law. All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or agreement shall be brought only in the state or federal courts of Illinois.
|
19.
|
Definitions. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this agreement shall have the same meaning provided under the LRIP and the Omnibus Plan.
|
a.
|
“Fair Market Value” shall be the closing price for a share of Common Stock on the date on which any PSUs earned pursuant to this Award are paid in accordance with Section 4 above (such date, the “Payment Date”), as reported for the New York Stock Exchange-Composite Transactions in the Wall Street Journal at www.online.wsj.com. In the event the New York Stock Exchange is not open for trading on the Payment Date, or if the Common Stock does not trade on such day, Fair Market Value for this purpose shall be the closing price of the Common Stock on the last trading day prior to the Payment Date.
|
20.
|
409A Compliance. Notwithstanding any provision in this Award to the contrary, if the Grantee is a “specified employee” (certain officers of Motorola Solutions within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by Motorola Solutions from time to time) on the date of the Grantee’s termination of employment, any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), that the Grantee is entitled to receive upon termination of employment and which otherwise would be paid or delivered during the six month period immediately following the date of the Grantee’s termination of employment will instead be paid or delivered on the earlier of (a) the first day of the seventh month following the date of the Grantee’s termination of employment and (b) death. For purposes of determining the time of payment or delivery of any payment the Grantee is entitled to receive upon termination of employment, the determination of whether the Grantee has experienced a termination of employment will be determined by Motorola Solutions in a manner consistent with the definition of “separation from service” under the default rules of Section 409A of the Code.
|
21.
|
Plan Documents. The Omnibus Plan and the Prospectus for the Omnibus Plan are available on the Motorola Solutions website at https://converge.motorolasolutions.com/community/hr/rewards/stock-programs and the LRIP is available at https://converge.motorolasolutions.com/groups/executive-rewards. If Grantee does not have access to the website, Grantee must contact Global Rewards Equity Administration, Motorola Solutions, Inc., 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A. to request LRIP and/or Omnibus Plan documents.
|
22.
|
Miscellaneous. The PSUs shall be subject to Section 5 of the Employment Agreement.
|
Relative TSR Payout Scale*
|
|
MSI 3-Year TSR Percentile Rank
|
Payout Factor**
|
90th – 100th Percentile
|
250%
|
80th – 89.99th Percentile
|
200%
|
70th – 79.99th Percentile
|
175%
|
60th – 69.99th Percentile
|
150%
|
55th – 59.99th Percentile
|
110%
|
50th – 54.99th Percentile
|
90%
|
45th – 49.99th Percentile
|
80%
|
35th – 44.99th Percentile
|
50%
|
30th – 34.99th Percentile
|
30%
|
< 30.00th Percentile
|
0%
|
•
|
All awards will be made as follows:
|
•
|
Any award(s) made to the Chief Executive Officer of the Company under the LRIP shall be made in the form of a stock-settled equity-based award granted under the Omnibus Plan;
|
•
|
Any award(s) made to any member of the Executive Committee under the LRIP shall be in the form(s) of a stock-settled equity-based award and/or an award hereunder payable in cash, with such allocation as determined by the Compensation Committee in its discretion;
|
•
|
All equity-based awards granted under the LRIP shall exclusively be governed by the terms of the applicable award agreement and the Omnibus Plan and shall only be subject to the terms of the LRIP to the extent specifically referenced in such award agreement; and
|
•
|
Any award(s) earned by all other LRIP participants (other than the Chief Executive Officer of the Company and the members of the Executive Committee) shall be paid in cash or Company stock, as determined by the Compensation Committee in its discretion. To the extent such awards are paid in Company stock, the number of shares of stock earned by a participant shall be determined by dividing the amount of the award earned during the performance cycle by the Certification Date Value. The shares will be issued
|
•
|
The Compensation Committee may reduce the amount of the payment to be made pursuant to this Plan to any participant who is or may be a Covered Employee at any time prior to payment as a result of the participant’s performance during the performance cycle. The Chief Executive Officer may adjust the amount of the payment to be made pursuant to this Plan to any participant at any time prior to payment as a result of the participant’s performance during the performance cycle; provided, however, that no upward adjustment may result in a payment to the participant in excess of the participant’s maximum award under the Plan. Any adjustment to a payment to a member of the Executive Committee, a Covered Employee or a Covered Person will be subject to the approval of the Compensation Committee.
|
•
|
If management or the Compensation Committee determines, in their sole discretion, prior to the payment of an award, that a participant has engaged in Serious Misconduct or has violated any agreement or restrictive covenants between the participant and the Company related to protection of the Company’s trade secrets and/or confidential and proprietary information, the participant will forfeit any unpaid award, in addition to being subject to other remedies that may be available to the Company.
|
•
|
The Company shall have the right to satisfy all federal, state and/or local withholding tax requirements with respect to the award earned by reducing either: (1) the cash paid (in the event of a cash payment) by the amount of withholding required or (2) the number of earned shares (in the event of a stock payment) by the number of shares determined by dividing the amount of withholding required by the Certification Date Value.
|
•
|
Payments will be made during the calendar year immediately following the last calendar year in the performance cycle (unless a participant makes an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Internal Revenue Code of 1986, as amended, to defer payment of a portion of the participant’s award, in which case such payment, if any, shall be made in accordance with such election). A participant has no right to any award until that award is paid.
|
•
|
Generally, a participant will be eligible for payment of an earned award only if employment continues through the last day of the performance cycle.
|
•
|
Because employee retention is an important objective of this Plan and awards do not bear a precise relationship to time worked within the calendar year or length of service with the Company, participants who separate from employment prior to the end of the performance
|
•
|
In the event a participant’s employment terminates due to the participant’s death or Total and Permanent Disability, the participant shall receive the target award attributable to a performance cycle, which shall be paid at the time of the termination.
|
•
|
Pro rata awards may be possible, depending upon the type of employment termination or change in status. In the event a participant: (i) remains on payroll as an active employee at the end of a performance cycle, but is not actively working, whether or not on a Leave of Absence, (ii) Retires, or, (iii) in the final year of a performance cycle, a Divestiture occurs or the participant is involuntarily terminated for a reason other than Serious Misconduct prior to the end of the performance cycle while actively employed or on a Leave of Absence, the participant will be entitled to a pro rata award based on the number of completed months of employment within the performance cycle in which the participant was actively working as an Officer, provided that the participant is otherwise eligible for an award.
|
•
|
The table below summarizes the treatment of awards in the event a participant separates employment before the end of a performance cycle:
|
•
|
In the event a participant (other than a Covered Employee) is reclassified from a higher Officer level to a lower Officer level or vice versa (e.g., from Executive Vice President to either Senior Vice President or Corporate Vice President or from Corporate Vice President to Senior or Executive Vice President), the participant’s target award will be recalculated to reflect: (a) the lower target award level for the actual number of months completed within the performance cycle while employed in the lower Officer level and (b) the higher target award
|
•
|
The selection of any Officer for participation in the Plan will not give that participant any right to be retained in the employ of the Company.
|
•
|
The Compensation Committee’s decision to make an award in no way implies that similar awards may be granted in the future.
|
•
|
Anyone claiming a benefit under the Plan will not have any right to or interest in any awards unless and until all terms, conditions, and provisions of the Plan that affect that person have been fulfilled as specified herein.
|
•
|
No Officer will at any time have a right to be selected for participation in a future performance period for any fiscal year, despite having been selected for participation in a previous performance period.
|
•
|
Award opportunities may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
|
•
|
To the extent permitted by law, amounts paid under the Plan will not be considered to be compensation for purposes of any other compensation or benefit plan or program maintained by the Company.
|
•
|
All obligations of the Company under the Plan with respect to payout of awards, and the corresponding rights granted thereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other acquisition of all or substantially all of the business and/or assets of the Company.
|
•
|
All awards to Covered Persons are subject to the terms and conditions of the Recoupment Policy, as it may be amended from time to time, including as it may be amended to comply with Section 10D of the Exchange Act, the “Recoupment Policy”). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s independent directors may require, among other things, reimbursement of all or a portion of the gross amount of any bonus or incentive compensation paid to the Covered Person hereunder on or after January 1, 2008, if and to the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with the Recoupment Policy shall be binding upon the Covered Person. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, in equity or under contract, or otherwise required by law, including under Section 10D of the Exchange Act.
|
•
|
In the event that any provision of the Plan will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.
|
•
|
No participant or beneficiary will have any interest whatsoever in any specific asset of the Company. To the extent that any person acquires a right to receive payments under the Plan, such right will be no greater than the right of any unsecured general creditor of the Company.
|
•
|
This Plan constitutes a legal document which governs all matters involved with its interpretation and administration and supersedes any writing or representation inconsistent with its terms.
|
(i)
|
at or after age 55 with 10 years of service;
|
(ii)
|
at or after age 60 with 5 years of service;
|
(iii)
|
at or after age 65, without regard to years of service; or
|
(iv)
|
with any other combination of age and service, at the discretion of the Compensation Committee.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Motorola Solutions, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ GREGORY Q. BROWN
|
|
Gregory Q. Brown
|
|
Chairman and Chief Executive Officer
|
|
Motorola Solutions, Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Motorola Solutions, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ GINO A. BONANOTTE
|
|
Gino A. Bonanotte
|
|
Executive Vice President and Chief Financial Officer
|
|
Motorola Solutions, Inc.
|
(1)
|
the quarterly report on Form 10-Q for the period ended June 29, 2019 (the “Quarterly Report”), which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
(2)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
|
|
/s/ GREGORY Q. BROWN
|
|
Gregory Q. Brown
|
|
Chairman and Chief Executive Officer
|
|
Motorola Solutions, Inc.
|
(1)
|
the quarterly report on Form 10-Q for the period ended June 29, 2019 (the “Quarterly Report”), which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
(2)
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
|
|
/s/ GINO A. BONANOTTE
|
|
Gino A. Bonanotte
|
|
Executive Vice President and Chief Financial Officer
|
|
Motorola Solutions, Inc.
|