ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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36-1115800
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $.01 Par Value per Share
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New York Stock Exchange
Chicago Stock Exchange
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Page
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Government Segment
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Enterprise S
egment
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Backlog
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Research and Development
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Payment Terms
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Regulatory Matters
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Intellectual Property Matters, Patents, and Trademarks
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Inventory, Raw Materials, and Right of Return and Seasonality
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Financial Information About Geographic Areas
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Financial Information About Segments
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Item 4.
Mine Safety Disclosures
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•
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Motorola Solutions, Inc. Restated Certificate of Incorporation
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•
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Motorola Solutions, Inc. Amended and Restated Bylaws
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•
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Motorola Solutions, Inc. Board Governance Guidelines
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•
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Motorola Solutions, Inc. Director Independence Guidelines
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•
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Principles of Conduct for Members of the Motorola Solutions, Inc. Board of Directors
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•
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Motorola Solutions Code of Business Conduct, which is applicable to all Motorola Solutions employees, including the principal executive officers, the principal financial officer and the controller (principal accounting officer)
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•
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Audit Committee Charter
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•
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Compensation and Leadership Committee Charter
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•
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Governance and Nominating Committee Charter
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•
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Company-sponsored defined benefit plans have no material exposure to euro sovereign debt, approximately $70 million exposure to euro corporate bonds, and approximately $325 million exposure to euro equity investments.
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•
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We may be unable to recognize revenue from the sale of equipment in connection with managed services contracts for a period of time, which may be several years.
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•
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We may be required to agree to specific performance metrics that meet the customer's requirement for network availability, reliability, maintenance and support and, in some cases, if these performance metrics are not met we may not be paid.
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•
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The managed services business is one characterized by large subcontracting arrangements and we may not be able to obtain adequate indemnities or other protections from our subcontractors to adequately mitigate our risk to our customers.
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•
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We are facing increasing competition from traditional system integrators and the defense industry as system contracts become larger and more complicated.
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•
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Expansion will bring us into contact with new regulatory requirements and restrictions with which we will have to comply and may increase the costs and delay or limit the range of new services which we will be able to offer.
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Period
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(a) Total Number
of Shares
Purchased
|
(b) Average Price
Paid per
Share
(1)
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(c) Total Number
of Shares Purchased
as Part of Publicly
Announced Plans
or Program
(2)
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(d) Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Program
(2)
|
||||||
9/30/12 to 10/26/12
|
—
|
|
$
|
—
|
|
—
|
|
$
|
1,777,794,222
|
|
10/27/12 to 11/23/12
|
3,429,478
|
|
$
|
53.12
|
|
3,429,478
|
|
$
|
1,595,688,839
|
|
11/24/12 to 12/31/12
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2,641,924
|
|
$
|
54.43
|
|
2,641,924
|
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$
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1,451,951,491
|
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Total
|
6,071,402
|
|
$
|
53.69
|
|
6,071,402
|
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(1)
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Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.
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(2)
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Through actions taken on July 28, 2011, January 30, 2012 and July 25, 2012, the Board of Directors has authorized the Company to repurchase an aggregate amount of up to $5.0 billion of its outstanding shares of common stock (the “share repurchase program”). The share repurchase program does not have an expiration date.
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Years Ended December 31
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||||||||||||||||||
(Dollars in millions, except as noted)
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2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Operating Results
|
|
|
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|
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||||||||||
Net sales from products
|
$
|
6,363
|
|
|
$
|
6,068
|
|
|
$
|
5,616
|
|
|
$
|
5,026
|
|
|
$
|
6,026
|
|
Net sales from services
|
2,335
|
|
|
2,135
|
|
|
2,001
|
|
|
1,921
|
|
|
1,835
|
|
|||||
Net sales
|
8,698
|
|
|
8,203
|
|
|
7,617
|
|
|
6,947
|
|
|
7,861
|
|
|||||
Cost of product sales
|
2,844
|
|
|
2,723
|
|
|
2,523
|
|
|
2,221
|
|
|
2,703
|
|
|||||
Cost of service sales
|
1,506
|
|
|
1,334
|
|
|
1,282
|
|
|
1,249
|
|
|
1,181
|
|
|||||
Costs of sales
|
4,350
|
|
|
4,057
|
|
|
3,805
|
|
|
3,470
|
|
|
3,884
|
|
|||||
Gross margin
|
4,348
|
|
|
4,146
|
|
|
3,812
|
|
|
3,477
|
|
|
3,977
|
|
|||||
Selling, general and administrative expenses
|
1,963
|
|
|
1,912
|
|
|
1,874
|
|
|
1,662
|
|
|
1,800
|
|
|||||
Research and development expenditures
|
1,075
|
|
|
1,035
|
|
|
1,037
|
|
|
993
|
|
|
1,062
|
|
|||||
Other charges
|
54
|
|
|
341
|
|
|
150
|
|
|
255
|
|
|
1,819
|
|
|||||
Operating earnings (loss)
|
1,256
|
|
|
858
|
|
|
751
|
|
|
567
|
|
|
(704
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income (expense), net
|
(66
|
)
|
|
(74
|
)
|
|
(129
|
)
|
|
(133
|
)
|
|
35
|
|
|||||
Gains on sales of investments and businesses, net
|
39
|
|
|
23
|
|
|
49
|
|
|
108
|
|
|
64
|
|
|||||
Other
|
(14
|
)
|
|
(69
|
)
|
|
(7
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)
|
|
91
|
|
|
(415
|
)
|
|||||
Total other income (expense)
|
(41
|
)
|
|
(120
|
)
|
|
(87
|
)
|
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66
|
|
|
(316
|
)
|
|||||
Earnings (loss) from continuing operations before income taxes
|
1,215
|
|
|
738
|
|
|
664
|
|
|
633
|
|
|
(1,020
|
)
|
|||||
Income tax expense (benefit)
|
337
|
|
|
(3
|
)
|
|
403
|
|
|
188
|
|
|
2,470
|
|
|||||
Earnings (loss) from continuing operations
|
878
|
|
|
741
|
|
|
261
|
|
|
445
|
|
|
(3,490
|
)
|
|||||
Earnings (loss) from discontinued operations, net of tax
|
3
|
|
|
411
|
|
|
389
|
|
|
(473
|
)
|
|
(750
|
)
|
|||||
Net earnings (loss)
|
881
|
|
|
1,152
|
|
|
650
|
|
|
(28
|
)
|
|
(4,240
|
)
|
|||||
Less: Earnings (loss) attributable to noncontrolling interests
|
—
|
|
|
(6
|
)
|
|
17
|
|
|
23
|
|
|
4
|
|
|||||
Net earnings (loss) attributable to Motorola Solutions, Inc.
|
$
|
881
|
|
|
$
|
1,158
|
|
|
$
|
633
|
|
|
$
|
(51
|
)
|
|
$
|
(4,244
|
)
|
Amounts attributable to Motorola Solutions, Inc. common shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations, net of tax
|
$
|
878
|
|
|
$
|
747
|
|
|
$
|
244
|
|
|
$
|
422
|
|
|
$
|
(3,494
|
)
|
Earnings (loss) from discontinued operations, net of tax
|
3
|
|
|
411
|
|
|
389
|
|
|
(473
|
)
|
|
(750
|
)
|
|||||
Net earnings (loss)
|
$
|
881
|
|
|
$
|
1,158
|
|
|
$
|
633
|
|
|
$
|
(51
|
)
|
|
$
|
(4,244
|
)
|
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) from continuing operations per common share
|
2.95
|
|
|
2.20
|
|
|
0.72
|
|
|
1.28
|
|
|
(10.80
|
)
|
|||||
Diluted earnings (loss) per common share
|
2.96
|
|
|
3.41
|
|
|
1.87
|
|
|
(0.15
|
)
|
|
(13.11
|
)
|
|||||
Diluted weighted average common shares outstanding (in millions)
|
297.4
|
|
|
339.7
|
|
|
338.1
|
|
|
329.9
|
|
|
323.6
|
|
|||||
Dividends declared per share
|
$
|
0.96
|
|
|
$
|
0.22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.40
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
12,679
|
|
|
$
|
13,929
|
|
|
$
|
25,577
|
|
|
$
|
25,603
|
|
|
$
|
27,869
|
|
Long-term debt
|
1,859
|
|
|
1,130
|
|
|
2,098
|
|
|
3,258
|
|
|
3,982
|
|
|||||
Total debt
|
1,863
|
|
|
1,535
|
|
|
2,703
|
|
|
3,794
|
|
|
4,074
|
|
|||||
Total stockholders’ equity
|
3,290
|
|
|
5,274
|
|
|
10,987
|
|
|
9,883
|
|
|
9,595
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
187
|
|
|
$
|
186
|
|
|
$
|
192
|
|
|
$
|
136
|
|
|
$
|
257
|
|
% of sales
|
2.1
|
%
|
|
2.3
|
%
|
|
2.5
|
%
|
|
2.0
|
%
|
|
3.3
|
%
|
|||||
Research and development expenditures
|
$
|
1,075
|
|
|
$
|
1,035
|
|
|
$
|
1,037
|
|
|
$
|
993
|
|
|
$
|
1,062
|
|
% of sales
|
12.4
|
%
|
|
12.6
|
%
|
|
13.6
|
%
|
|
14.3
|
%
|
|
13.5
|
%
|
|||||
Year-end employment (in thousands)
|
22
|
|
|
23
|
|
|
51
|
|
|
53
|
|
|
64
|
|
•
|
We increased net sales by
6%
to
$8.7 billion
in
2012
, compared to net sales of
$8.2 billion
in
2011
.
|
•
|
We generated operating earnings of
$1.3 billion
in
2012
, compared to
$858 million
in
2011
. Operating margin was
14.4%
of net sales in
2012
, compared to
10.5%
of net sales in
2011
.
|
•
|
We had earnings from continuing operations of
$878 million
, or
$2.95
per diluted common share, in
2012
, compared to earnings from continuing operations of
$747 million
, or
$2.20
per diluted common share, in
2011
.
|
•
|
We generated cash from operating activities of
$1.1 billion
in
2012
, compared to
$848 million
of cash from operating activities in
2011
.
|
•
|
We returned
$2.4 billion
in cash to shareholders through share repurchases and
$270 million
in cash dividends during
2012
.
|
•
|
We issued $750 million of 3.750% senior notes due 2022 and redeemed $400 million of 5.375% senior notes due in
|
•
|
In the Government segment:
Net sales were
$6.0 billion
in
2012
, an increase of
12%
compared to net sales of
$5.4 billion
in
2011
. On a geographic basis, net sales increased in all regions. Operating margin improved in
2012
to
16.1%
from
11.5%
in
2011
, primarily due to the
12%
increase in net sales and increased leverage in operating expenses. Operating earnings were
$965 million
in
2012
, compared to operating earnings of
$616 million
in
2011
.
|
•
|
In the Enterprise segment:
Net sales were
$2.7 billion
in
2012
, a decrease of
5%
compared to net sales of
$2.8 billion
in
2011
. On a geographic basis, net sales increased in Asia and decreased in North America, Latin America and Europe, Middle East, and Africa ("EMEA"). Operating earnings were
$291 million
in
2012
, compared to operating earnings of
$242 million
in
2011
. Operating margin increased in
2012
compared to
2011
, due to a decrease in Other charges driven by lower intangible amortization, partially offset by decreased gross margins due to lower sales levels.
|
•
|
In the Government segment:
In
2012
, sales, operating earnings, and operating leverage increased compared to
2011
. We saw strong growth across all of our major product lines, including systems infrastructure and subscribers. The 12% increase in net sales was primarily driven by the continued transition from analog to digital, the replacement of aged public safety infrastructure, and the tiered expansion of our product portfolio. Additionally, in North America we benefited from U.S. narrowbanding, as many existing public safety, professional and commercial analog systems were replaced with next generation digital systems, with enhanced features and a more efficient use of spectrum, providing additional channels and enabling new users to be added.
|
•
|
In the Enterprise segment:
Our sales decline in 2012 was driven by a challenging macro environment as many large customers continued to postpone deployments in the face of soft economic conditions. Despite challenges in the macro environment, our engagement with customers who continue to invest in our mobile technologies, remains strong.
|
|
Years Ended December 31
|
|||||||||||||||||||
(Dollars in millions, except per share amounts)
|
2012
|
|
% of
sales**
|
|
2011
|
|
% of
sales
|
|
2010
|
|
% of
sales**
|
|||||||||
Net sales from products
|
$
|
6,363
|
|
|
|
|
$
|
6,068
|
|
|
|
|
$
|
5,616
|
|
|
|
|||
Net sales from services
|
2,335
|
|
|
|
|
2,135
|
|
|
|
|
2,001
|
|
|
|
||||||
Net sales
|
8,698
|
|
|
|
|
8,203
|
|
|
|
|
7,617
|
|
|
|
||||||
Cost of product sales
|
2,844
|
|
|
44.7
|
%
|
|
2,723
|
|
|
44.9
|
%
|
|
2,523
|
|
|
44.9
|
%
|
|||
Cost of service sales
|
1,506
|
|
|
64.5
|
%
|
|
1,334
|
|
|
62.5
|
%
|
|
1,282
|
|
|
64.1
|
%
|
|||
Costs of sales
|
4,350
|
|
|
50.0
|
%
|
|
4,057
|
|
|
49.5
|
%
|
|
3,805
|
|
|
50.0
|
%
|
|||
Gross margin
|
4,348
|
|
|
50.0
|
%
|
|
4,146
|
|
|
50.5
|
%
|
|
3,812
|
|
|
50.0
|
%
|
|||
Selling, general and administrative expenses
|
1,963
|
|
|
22.6
|
%
|
|
1,912
|
|
|
23.2
|
%
|
|
1,874
|
|
|
24.5
|
%
|
|||
Research and development expenditures
|
1,075
|
|
|
12.4
|
%
|
|
1,035
|
|
|
12.6
|
%
|
|
1,037
|
|
|
13.6
|
%
|
|||
Other charges
|
54
|
|
|
0.6
|
%
|
|
341
|
|
|
4.2
|
%
|
|
150
|
|
|
2.0
|
%
|
|||
Operating earnings
|
1,256
|
|
|
14.4
|
%
|
|
858
|
|
|
10.5
|
%
|
|
751
|
|
|
9.9
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net
|
(66
|
)
|
|
(0.8
|
)%
|
|
(74
|
)
|
|
(0.9
|
)%
|
|
(129
|
)
|
|
(1.7
|
)%
|
|||
Gains on sales of investments and businesses, net
|
39
|
|
|
0.4
|
%
|
|
23
|
|
|
0.3
|
%
|
|
49
|
|
|
0.6
|
%
|
|||
Other
|
(14
|
)
|
|
(0.2
|
)%
|
|
(69
|
)
|
|
(0.8
|
)%
|
|
(7
|
)
|
|
(0.1
|
)%
|
|||
Total other income (expense)
|
(41
|
)
|
|
(0.5
|
)%
|
|
(120
|
)
|
|
(1.5
|
)%
|
|
(87
|
)
|
|
(1.2
|
)%
|
|||
Earnings from continuing operations before income taxes
|
1,215
|
|
|
14.0
|
%
|
|
738
|
|
|
9.0
|
%
|
|
664
|
|
|
8.7
|
%
|
|||
Income tax expense (benefit)
|
337
|
|
|
3.9
|
%
|
|
(3
|
)
|
|
—
|
%
|
|
403
|
|
|
5.3
|
%
|
|||
Earnings from continuing operations
|
878
|
|
|
10.1
|
%
|
|
741
|
|
|
9.0
|
%
|
|
261
|
|
|
3.4
|
%
|
|||
Less: Earnings (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
%
|
|
(6
|
)
|
|
(0.1
|
)%
|
|
17
|
|
|
0.2
|
%
|
|||
Earnings from continuing operations*
|
878
|
|
|
10.1
|
%
|
|
747
|
|
|
9.1
|
%
|
|
244
|
|
|
3.2
|
%
|
|||
Earnings from discontinued operations, net of tax
|
3
|
|
|
—
|
%
|
|
411
|
|
|
5.0
|
%
|
|
389
|
|
|
5.1
|
%
|
|||
Net earnings*
|
$
|
881
|
|
|
10.1
|
%
|
|
$
|
1,158
|
|
|
14.1
|
%
|
|
$
|
633
|
|
|
8.3
|
%
|
Earnings per diluted common share:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
$
|
2.95
|
|
|
|
|
$
|
2.20
|
|
|
|
|
$
|
0.72
|
|
|
|
|||
Discontinued operations
|
0.01
|
|
|
|
|
1.21
|
|
|
|
|
1.15
|
|
|
|
||||||
|
$
|
2.96
|
|
|
|
|
$
|
3.41
|
|
|
|
|
$
|
1.87
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
North America
|
58
|
%
|
|
57
|
%
|
|
58
|
%
|
Latin America
|
8
|
%
|
|
9
|
%
|
|
9
|
%
|
EMEA
|
21
|
%
|
|
21
|
%
|
|
21
|
%
|
Asia
|
13
|
%
|
|
13
|
%
|
|
12
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Years Ended December 31
|
|
Percent Change
|
|
||||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2012—2011
|
|
2011—2010
|
|
||||||||
Segment net sales
|
$
|
5,989
|
|
|
$
|
5,358
|
|
|
$
|
5,049
|
|
|
12
|
%
|
|
6
|
%
|
|
Operating earnings
|
965
|
|
|
616
|
|
|
534
|
|
|
57
|
%
|
|
15
|
%
|
|
|
Years Ended December 31
|
|
Percent Change
|
|
||||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2012—2011
|
|
2011—2010
|
|
||||||||
Segment net sales
|
$
|
2,709
|
|
|
$
|
2,845
|
|
|
$
|
2,568
|
|
|
(5
|
)%
|
|
11
|
%
|
|
Operating earnings
|
291
|
|
|
242
|
|
|
217
|
|
|
20
|
%
|
|
12
|
%
|
|
Year Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
Government
|
$
|
33
|
|
|
$
|
40
|
|
|
$
|
57
|
|
Enterprise
|
17
|
|
|
18
|
|
|
16
|
|
|||
|
$
|
50
|
|
|
$
|
58
|
|
|
$
|
73
|
|
|
1% Point
Increase
|
|
1% Point
Decrease
|
||||
Increase (decrease) in:
|
|
|
|
||||
U.S. pension plans net periodic pension expense
|
$
|
(12
|
)
|
|
$
|
8
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||||||
(in millions)
|
Total
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Uncertain
Timeframe
|
|
Thereafter
|
||||||||||||||||
Long-Term Debt Obligations
|
$
|
1,864
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
405
|
|
|
$
|
—
|
|
|
$
|
1,442
|
|
Lease Obligations
|
356
|
|
|
69
|
|
|
54
|
|
|
36
|
|
|
28
|
|
|
20
|
|
|
—
|
|
|
149
|
|
||||||||
Purchase Obligations
|
50
|
|
|
22
|
|
|
19
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax Obligations
|
161
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
||||||||
Total Contractual Obligations
|
$
|
2,431
|
|
|
$
|
120
|
|
|
$
|
77
|
|
|
$
|
49
|
|
|
$
|
33
|
|
|
$
|
425
|
|
|
$
|
136
|
|
|
$
|
1,591
|
|
Years Ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
Cumulative annual proceeds received from one-time sales:
|
|
|
|
|
|
||||||
Accounts receivable sales proceeds
|
$
|
12
|
|
|
$
|
8
|
|
|
$
|
30
|
|
Long-term receivables sales proceeds
|
178
|
|
|
224
|
|
|
67
|
|
|||
Total proceeds from one-time sales
|
190
|
|
|
232
|
|
|
97
|
|
|||
Cumulative annual proceeds received from sales under committed facilities
|
—
|
|
|
—
|
|
|
70
|
|
|||
Total proceeds from receivables sales
|
$
|
190
|
|
|
$
|
232
|
|
|
$
|
167
|
|
•
|
VSOE—In many instances, products are sold separately in stand-alone arrangements as customers may support the products themselves or purchase support on a time and materials basis. Additionally, advanced services such as general consulting, network management or advisory projects are often sold in stand-alone engagements. Technical support services are also often sold separately through renewals of annual contracts. We determine VSOE based on our normal pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, we require that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range, generally evidenced by the pricing rates of approximately 80% of such historical stand-alone transactions falling within plus or minus 15% of the median rate. In addition, we consider the geographies in which the products or services are sold, major product and service groups, customer classification, and other environmental or marketing variables in determining VSOE.
|
•
|
TPE—VSOE exists only when we sell the deliverable separately. When VSOE does not exist, we attempt to determine TPE based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy for many of our products differs from that of our peers and our offerings contain a significant level of customization and differentiation such that the comparable pricing of products with similar functionality sold by other companies cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, we are typically not able to determine TPE.
|
•
|
ESP—The objective of ESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. When both VSOE and TPE do not exist, we determine ESP by first collecting all reasonably available data points including sales, cost and margin analysis of the product, and other inputs based on our normal pricing practices. Second, we make any reasonably required adjustments to the data based on market and Company-specific factors. Third, we stratify the data points, when appropriate, based on customer, magnitude of the transaction and sales volume.
|
December 31
|
2012
|
|
2011
|
||||
Finished goods
|
$
|
244
|
|
|
$
|
319
|
|
Work-in-process and production materials
|
432
|
|
|
363
|
|
||
|
676
|
|
|
682
|
|
||
Less inventory reserves
|
(163
|
)
|
|
(170
|
)
|
||
|
$
|
513
|
|
|
$
|
512
|
|
•
|
Income Approach:
To determine fair value, we discounted the expected future cash flows of the reporting units. The discount rate used represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in our operations and the rate of return a market participant would expect to earn. To estimate cash flows beyond the final year of our model, we used a terminal value approach. Under this approach, we used estimated operating income before interest, taxes, depreciation and amortization in the final year of the model, adjusted it to estimate a normalized cash flow, applied a perpetuity growth assumption and discounted it by a perpetuity discount factor to determine the terminal value. We incorporated the present value of the resulting terminal value into the estimate of fair value.
|
•
|
Market-Based Approach:
To corroborate the results of the income approach described above, we estimated the fair value of our reporting units using several market-based approaches, including the value that is derived based on Motorola Solutions' consolidated stock price as described above. We also used the guideline company method, which focuses on comparing our risk profile and growth prospects to select reasonably similar/guideline publicly traded companies.
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
December 31, 2012
|
|
December 31, 2011
|
||||
British Pound
|
$
|
225
|
|
|
$
|
55
|
|
Chinese Renminbi
|
(99
|
)
|
|
(283
|
)
|
||
Norwegian Krone
|
(48
|
)
|
|
—
|
|
||
Israeli Shekel
|
(35
|
)
|
|
8
|
|
||
Japanese Yen
|
32
|
|
|
46
|
|
|
Years ended December 31
|
||||||||||
(In millions, except per share amounts)
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales from products
|
$
|
6,363
|
|
|
$
|
6,068
|
|
|
$
|
5,616
|
|
Net sales from services
|
2,335
|
|
|
2,135
|
|
|
2,001
|
|
|||
Net sales
|
8,698
|
|
|
8,203
|
|
|
7,617
|
|
|||
Cost of product sales
|
2,844
|
|
|
2,723
|
|
|
2,523
|
|
|||
Cost of service sales
|
1,506
|
|
|
1,334
|
|
|
1,282
|
|
|||
Costs of sales
|
4,350
|
|
|
4,057
|
|
|
3,805
|
|
|||
Gross margin
|
4,348
|
|
|
4,146
|
|
|
3,812
|
|
|||
Selling, general and administrative expenses
|
1,963
|
|
|
1,912
|
|
|
1,874
|
|
|||
Research and development expenditures
|
1,075
|
|
|
1,035
|
|
|
1,037
|
|
|||
Other charges
|
54
|
|
|
341
|
|
|
150
|
|
|||
Operating earnings
|
1,256
|
|
|
858
|
|
|
751
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense, net
|
(66
|
)
|
|
(74
|
)
|
|
(129
|
)
|
|||
Gain on sales of investments and businesses, net
|
39
|
|
|
23
|
|
|
49
|
|
|||
Other
|
(14
|
)
|
|
(69
|
)
|
|
(7
|
)
|
|||
Total other expense
|
(41
|
)
|
|
(120
|
)
|
|
(87
|
)
|
|||
Earnings from continuing operations before income taxes
|
1,215
|
|
|
738
|
|
|
664
|
|
|||
Income tax expense (benefit)
|
337
|
|
|
(3
|
)
|
|
403
|
|
|||
Earnings from continuing operations
|
878
|
|
|
741
|
|
|
261
|
|
|||
Earnings from discontinued operations, net of tax
|
3
|
|
|
411
|
|
|
389
|
|
|||
Net earnings
|
881
|
|
|
1,152
|
|
|
650
|
|
|||
Less: Earnings (loss) attributable to noncontrolling interests
|
—
|
|
|
(6
|
)
|
|
17
|
|
|||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
881
|
|
|
$
|
1,158
|
|
|
$
|
633
|
|
Amounts attributable to Motorola Solutions, Inc. common shareholders:
|
|
|
|
|
|
||||||
Earnings from continuing operations, net of tax
|
878
|
|
|
747
|
|
|
244
|
|
|||
Earnings from discontinued operations, net of tax
|
3
|
|
|
411
|
|
|
389
|
|
|||
Net earnings
|
881
|
|
|
1,158
|
|
|
633
|
|
|||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.01
|
|
|
$
|
2.24
|
|
|
$
|
0.73
|
|
Discontinued operations
|
—
|
|
|
1.23
|
|
|
1.17
|
|
|||
|
$
|
3.01
|
|
|
$
|
3.47
|
|
|
$
|
1.90
|
|
Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.95
|
|
|
$
|
2.20
|
|
|
$
|
0.72
|
|
Discontinued operations
|
0.01
|
|
|
1.21
|
|
|
1.15
|
|
|||
|
$
|
2.96
|
|
|
$
|
3.41
|
|
|
$
|
1.87
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
292.1
|
|
|
333.8
|
|
|
333.3
|
|
|||
Diluted
|
297.4
|
|
|
339.7
|
|
|
338.1
|
|
|||
Dividends declared per share
|
0.96
|
|
|
0.22
|
|
|
—
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Net earnings
|
$
|
881
|
|
|
$
|
1,152
|
|
|
$
|
650
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Amortization of retirement benefit adjustments, net of tax of $99, $73 and $57
|
177
|
|
|
132
|
|
|
112
|
|
|||
Mid-year remeasurement of retirement benefits and other amendment, net of tax of $52, $9 and $(13)
|
87
|
|
|
(77
|
)
|
|
(6
|
)
|
|||
Year-end and other retirement adjustments, net of tax of $(419), $(332), and $(14)
|
(707
|
)
|
|
(723
|
)
|
|
81
|
|
|||
Foreign currency translation adjustment, net of tax of $(4), $(8) and $46
|
14
|
|
|
19
|
|
|
(63
|
)
|
|||
Net gain (loss) on derivative hedging instruments, net of tax of $(1), $0 and $(1)
|
4
|
|
|
(3
|
)
|
|
(2
|
)
|
|||
Net unrealized gain (loss) on securities, net of tax of $1, $(1) and $(34)
|
1
|
|
|
(2
|
)
|
|
(58
|
)
|
|||
Total other comprehensive income (loss)
|
(424
|
)
|
|
(654
|
)
|
|
64
|
|
|||
Comprehensive income
|
457
|
|
|
498
|
|
|
714
|
|
|||
Less: Earnings (loss) attributable to noncontrolling interest
|
—
|
|
|
(6
|
)
|
|
17
|
|
|||
Comprehensive income attributable to Motorola Solutions, Inc. common shareholders
|
$
|
457
|
|
|
$
|
504
|
|
|
$
|
697
|
|
|
December 31
|
||||||
(In millions, except per share amounts)
|
2012
|
|
2011
|
||||
ASSETS
|
|||||||
Cash and cash equivalents
|
$
|
1,468
|
|
|
$
|
1,881
|
|
Sigma Fund and short-term investments
|
2,135
|
|
|
3,210
|
|
||
Accounts receivable, net
|
1,881
|
|
|
1,866
|
|
||
Inventories, net
|
513
|
|
|
512
|
|
||
Deferred income taxes
|
604
|
|
|
613
|
|
||
Other current assets
|
800
|
|
|
686
|
|
||
Total current assets
|
7,401
|
|
|
8,768
|
|
||
Property, plant and equipment, net
|
839
|
|
|
896
|
|
||
Investments
|
144
|
|
|
166
|
|
||
Deferred income taxes
|
2,416
|
|
|
2,375
|
|
||
Goodwill
|
1,510
|
|
|
1,428
|
|
||
Other assets
|
369
|
|
|
296
|
|
||
Total assets
|
$
|
12,679
|
|
|
$
|
13,929
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current portion of long-term debt
|
$
|
4
|
|
|
$
|
405
|
|
Accounts payable
|
705
|
|
|
677
|
|
||
Accrued liabilities
|
2,626
|
|
|
2,733
|
|
||
Total current liabilities
|
3,335
|
|
|
3,815
|
|
||
Long-term debt
|
1,859
|
|
|
1,130
|
|
||
Other liabilities
|
4,195
|
|
|
3,710
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $100 par value
|
—
|
|
|
—
|
|
||
Common stock: 12/31/12—$.01 par value; 12/31/11—$.01 par value
|
3
|
|
|
3
|
|
||
Authorized shares: 12/31/12—600.0; 12/31/11—600.0
|
|
|
|
||||
Issued shares: 12/31/12—277.3; 12/31/11—320.0
|
|
|
|
||||
Outstanding shares: 12/31/12—276.1; 12/31/11—318.8
|
|
|
|
||||
Additional paid-in capital
|
4,937
|
|
|
7,071
|
|
||
Retained earnings
|
1,625
|
|
|
1,016
|
|
||
Accumulated other comprehensive loss
|
(3,300
|
)
|
|
(2,876
|
)
|
||
Total Motorola Solutions, Inc. stockholders’ equity
|
3,265
|
|
|
5,214
|
|
||
Noncontrolling interests
|
25
|
|
|
60
|
|
||
Total stockholders’ equity
|
3,290
|
|
|
5,274
|
|
||
Total liabilities and stockholders’ equity
|
$
|
12,679
|
|
|
$
|
13,929
|
|
(In millions, except per share amounts)
|
Shares
|
|
Common Stock and
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss), Net of Tax
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|||||||||
Balance at January 1, 2010:
|
330.6
|
|
|
$
|
8,234
|
|
|
$
|
(2,286
|
)
|
|
$
|
3,827
|
|
|
$
|
108
|
|
Net earnings
|
|
|
|
|
|
|
|
633
|
|
|
17
|
|
||||||
Net unrealized loss on securities, net of tax of $(34)
|
|
|
|
|
(58
|
)
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax of $46
|
|
|
|
|
(63
|
)
|
|
|
|
|
||||||||
Amortization of retirement benefit adjustments, net of tax of $57
|
|
|
|
|
112
|
|
|
|
|
|
||||||||
Mid-year remeasurement of retirement benefits, net of tax of $(13)
|
|
|
|
|
|
(28
|
)
|
|
|
|
|
|||||||
Plan amendment, net of tax of $0
|
|
|
|
|
|
22
|
|
|
|
|
|
|||||||
Year-end and other retirement adjustments, net of tax of $(14)
|
|
|
|
|
|
81
|
|
|
|
|
|
|||||||
Issuance of common stock and stock options exercised
|
6.6
|
|
|
144
|
|
|
|
|
|
|
|
|||||||
Tax shortfalls from stock-based compensation
|
|
|
(63
|
)
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
|
|
|
308
|
|
|
|
|
|
|
|
||||||||
Net loss on derivative instruments, net of tax of $(1)
|
|
|
|
|
(2
|
)
|
|
|
|
|
||||||||
Dividends paid to noncontrolling interest on subsidiary common stock
|
|
|
|
|
|
|
|
|
(23
|
)
|
||||||||
Reclassification of share-based awards from liability to equity
|
|
|
24
|
|
|
|
|
|
|
|
|
|||||||
Balance at December 31, 2010:
|
337.2
|
|
|
$
|
8,647
|
|
|
$
|
(2,222
|
)
|
|
$
|
4,460
|
|
|
$
|
102
|
|
Net earnings (loss)
|
|
|
|
|
|
|
|
1,158
|
|
|
(6
|
)
|
||||||
Net unrealized loss on securities; net of tax of $(1)
|
|
|
|
|
(2
|
)
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax of $(8)
|
|
|
|
|
19
|
|
|
|
|
|
||||||||
Amortization of retirement benefit adjustments, net of tax of $73
|
|
|
|
|
132
|
|
|
|
|
|
||||||||
Mid-year remeasurement of retirement benefits, net of tax of $9
|
|
|
|
|
(77
|
)
|
|
|
|
|
||||||||
Year-end and other retirement adjustments, net of tax of $(332)
|
|
|
|
|
(723
|
)
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
9.4
|
|
|
152
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(26.6
|
)
|
|
(1,110
|
)
|
|
|
|
|
|
|
|||||||
Excess tax benefit from stock-based compensation
|
|
|
42
|
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
|
|
|
181
|
|
|
|
|
|
|
|
||||||||
Net loss on derivative instruments, net of tax of $(0)
|
|
|
|
|
(3
|
)
|
|
|
|
|
||||||||
Distribution of Motorola Mobility
|
|
|
(836
|
)
|
|
|
|
(4,460
|
)
|
|
|
|
||||||
Dividends paid to noncontrolling interest on subsidiary common stock
|
|
|
|
|
|
|
|
|
(8
|
)
|
||||||||
Sale of noncontrolling interest in subsidiary common stock
|
|
|
|
|
|
|
|
|
|
(27
|
)
|
|||||||
Purchase of noncontrolling interest in subsidiary
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||
Reclassification of share-based awards from liability to equity
|
|
|
(2
|
)
|
|
|
|
|
|
|
||||||||
Dividends declared
|
|
|
|
|
|
|
|
(142
|
)
|
|
|
|||||||
Balance at December 31, 2011:
|
320.0
|
|
|
$
|
7,074
|
|
|
$
|
(2,876
|
)
|
|
$
|
1,016
|
|
|
$
|
60
|
|
Net earnings
|
|
|
|
|
|
|
881
|
|
|
—
|
|
|||||||
Net unrealized gain on securities, net of tax of $1
|
|
|
|
|
1
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax of $(4)
|
|
|
|
|
14
|
|
|
|
|
|
||||||||
Amortization of retirement benefit adjustments, net of tax of $99
|
|
|
|
|
177
|
|
|
|
|
|
||||||||
Mid-year remeasurement of retirement benefits, net of tax of $52
|
|
|
|
|
87
|
|
|
|
|
|
||||||||
Year-end and other retirement adjustments, net of tax of $(419)
|
|
|
|
|
(707
|
)
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
6.9
|
|
|
80
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(49.6
|
)
|
|
(2,438
|
)
|
|
|
|
|
|
|
|||||||
Excess tax benefit from share-based compensation
|
|
|
|
20
|
|
|
|
|
|
|
|
|||||||
Share-based compensation expense
|
|
|
184
|
|
|
|
|
|
|
|
||||||||
Net gain on derivative hedging instruments, net of tax of $(1)
|
|
|
|
|
|
|
4
|
|
|
|
|
|
||||||
Acquisition of noncontrolling interest from Japanese subsidiary
|
|
|
20
|
|
|
|
|
|
|
(35
|
)
|
|||||||
Dividends declared
|
|
|
|
|
|
|
|
|
(272
|
)
|
|
|
||||||
Balance at December 31, 2012:
|
277.3
|
|
|
$
|
4,940
|
|
|
$
|
(3,300
|
)
|
|
$
|
1,625
|
|
|
$
|
25
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Operating
|
|
|
|
|
|
||||||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
881
|
|
|
$
|
1,158
|
|
|
$
|
633
|
|
Earnings (loss) attributable to noncontrolling interests
|
—
|
|
|
(6
|
)
|
|
17
|
|
|||
Net earnings
|
881
|
|
|
1,152
|
|
|
650
|
|
|||
Earnings from discontinued operations
|
3
|
|
|
411
|
|
|
389
|
|
|||
Earnings from continuing operations
|
878
|
|
|
741
|
|
|
261
|
|
|||
Adjustments to reconcile earnings from continuing operations to net cash provided by (used for) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
208
|
|
|
366
|
|
|
353
|
|
|||
Non-cash other charges (income)
|
11
|
|
|
34
|
|
|
(74
|
)
|
|||
Share-based compensation expense
|
184
|
|
|
168
|
|
|
144
|
|
|||
Gain on sales of investments and businesses, net
|
(39
|
)
|
|
(23
|
)
|
|
(49
|
)
|
|||
Loss from extinguishment of long-term debt
|
6
|
|
|
81
|
|
|
12
|
|
|||
Deferred income taxes
|
242
|
|
|
63
|
|
|
384
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
81
|
|
|
(250
|
)
|
|
(83
|
)
|
|||
Inventories
|
(3
|
)
|
|
(14
|
)
|
|
(111
|
)
|
|||
Other current assets
|
(118
|
)
|
|
61
|
|
|
(48
|
)
|
|||
Accounts payable and accrued liabilities
|
(162
|
)
|
|
(191
|
)
|
|
333
|
|
|||
Other assets and liabilities
|
(220
|
)
|
|
(188
|
)
|
|
(319
|
)
|
|||
Net cash provided by operating activities
|
1,068
|
|
|
848
|
|
|
803
|
|
|||
Investing
|
|
|
|
|
|
||||||
Acquisitions and investments, net
|
(109
|
)
|
|
(32
|
)
|
|
(23
|
)
|
|||
Proceeds from (used for) sales of investments and businesses, net
|
(38
|
)
|
|
1,124
|
|
|
264
|
|
|||
Capital expenditures
|
(187
|
)
|
|
(186
|
)
|
|
(192
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
56
|
|
|
6
|
|
|
27
|
|
|||
Proceeds from sales of Sigma Fund investments, net
|
1,075
|
|
|
1,508
|
|
|
453
|
|
|||
Proceeds from sales (purchases) of short-term investments, net
|
—
|
|
|
6
|
|
|
(6
|
)
|
|||
Net cash provided by investing activities
|
797
|
|
|
2,426
|
|
|
523
|
|
|||
Financing
|
|
|
|
|
|
||||||
Repayment of short-term borrowings, net
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Repayment of debt
|
(413
|
)
|
|
(1,219
|
)
|
|
(1,011
|
)
|
|||
Proceeds from issuance of debt
|
747
|
|
|
—
|
|
|
—
|
|
|||
Contributions to Motorola Mobility
|
(73
|
)
|
|
(3,425
|
)
|
|
—
|
|
|||
Issuance of common stock
|
133
|
|
|
192
|
|
|
179
|
|
|||
Repurchase of common stock
|
(2,438
|
)
|
|
(1,110
|
)
|
|
—
|
|
|||
Excess tax benefits from share-based compensation
|
20
|
|
|
42
|
|
|
—
|
|
|||
Payment of dividends
|
(270
|
)
|
|
(72
|
)
|
|
—
|
|
|||
Distributions (to) from discontinued operations
|
(11
|
)
|
|
64
|
|
|
797
|
|
|||
Net cash used for financing activities
|
(2,305
|
)
|
|
(5,528
|
)
|
|
(40
|
)
|
|||
Net cash provided by operating activities from discontinued operations
|
2
|
|
|
26
|
|
|
1,169
|
|
|||
Net cash used for investing activities from discontinued operations
|
—
|
|
|
(8
|
)
|
|
(343
|
)
|
|||
Net cash provided by (used for) financing activities from discontinued operations
|
11
|
|
|
(64
|
)
|
|
(797
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents from discontinued operations
|
(13
|
)
|
|
46
|
|
|
(29
|
)
|
|||
Net cash provided by (used for) discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Effect of exchange rate changes on cash and cash equivalents from continuing operations
|
27
|
|
|
(73
|
)
|
|
53
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(413
|
)
|
|
(2,327
|
)
|
|
1,339
|
|
|||
Cash and cash equivalents, beginning of year
|
1,881
|
|
|
4,208
|
|
|
2,869
|
|
|||
Cash and cash equivalents, end of year
|
$
|
1,468
|
|
|
$
|
1,881
|
|
|
$
|
4,208
|
|
Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest expense
|
$
|
109
|
|
|
$
|
166
|
|
|
$
|
240
|
|
Income taxes, net of refunds
|
127
|
|
|
107
|
|
|
259
|
|
•
|
VSOE—In many instances, products are sold separately in stand-alone arrangements as customers may support the products themselves or purchase support on a time and materials basis. Additionally, advanced services such as general consulting, network management or advisory projects are often sold in stand-alone engagements. Technical support services are also often sold separately through renewals of annual contracts. The Company determines VSOE based on its normal pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range, generally evidenced by the pricing rates of approximately
80%
of such historical stand-alone transactions falling within plus or minus
15%
of the median rate. In addition, the Company considers the geographies in which the products or services are sold, major product and service groups, customer classification, and other environmental or marketing variables in determining VSOE.
|
•
|
TPE—VSOE exists only when the Company sells the deliverable separately. When VSOE does not exist, the Company attempts to determine TPE based on competitor prices for similar deliverables when sold separately. Generally, the Company's go-to-market strategy for many of its products differs from that of its peers and its offerings contain a significant level of customization and differentiation such that the comparable pricing of products with similar functionality sold by other companies cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, the Company is typically not able to determine TPE.
|
•
|
ESP—The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. When both VSOE and TPE do not exist, the Company determines ESP by first collecting all reasonably available data points including sales, cost and margin analysis of the product, and other inputs based on its normal pricing practices. Second, the Company makes any reasonably required adjustments to the data based on market and Company-specific factors. Third, the Company stratifies the data points, when appropriate, based on customer, magnitude of the transaction and sales volume.
|
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
1,346
|
|
|
$
|
15,256
|
|
Operating earnings
|
11
|
|
|
201
|
|
|
601
|
|
|||
Gains (loss) on sales of investments and businesses, net
|
(7
|
)
|
|
474
|
|
|
20
|
|
|||
Earnings before income taxes
|
8
|
|
|
667
|
|
|
600
|
|
|||
Income tax expense
|
5
|
|
|
256
|
|
|
211
|
|
|||
Earnings from discontinued operations, net of tax
|
3
|
|
|
411
|
|
|
389
|
|
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
Other charges (income):
|
|
|
|
|
|
||||||
Intangibles amortization
|
$
|
29
|
|
|
$
|
200
|
|
|
$
|
203
|
|
Reorganization of businesses
|
41
|
|
|
52
|
|
|
54
|
|
|||
Intellectual property settlements and reserve adjustment
|
—
|
|
|
—
|
|
|
(78
|
)
|
|||
Legal and related insurance matters, net
|
(16
|
)
|
|
88
|
|
|
(29
|
)
|
|||
Pension plan adjustments, net
|
—
|
|
|
(9
|
)
|
|
—
|
|
|||
Long-term financing receivable reserve
|
—
|
|
|
10
|
|
|
—
|
|
|||
|
$
|
54
|
|
|
$
|
341
|
|
|
$
|
150
|
|
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
Interest expense, net:
|
|
|
|
|
|
||||||
Interest expense
|
$
|
(108
|
)
|
|
$
|
(132
|
)
|
|
$
|
(217
|
)
|
Interest income
|
42
|
|
|
58
|
|
|
88
|
|
|||
|
$
|
(66
|
)
|
|
$
|
(74
|
)
|
|
$
|
(129
|
)
|
Other:
|
|
|
|
|
|
||||||
Investment impairments
|
$
|
(8
|
)
|
|
$
|
(4
|
)
|
|
$
|
(21
|
)
|
Loss from the extinguishment of the Company’s outstanding long-term debt
|
(6
|
)
|
|
(81
|
)
|
|
(12
|
)
|
|||
Foreign currency gain (loss)
|
(13
|
)
|
|
8
|
|
|
12
|
|
|||
Gain on Sigma Fund investments
|
—
|
|
|
—
|
|
|
11
|
|
|||
Other
|
13
|
|
|
8
|
|
|
3
|
|
|||
|
$
|
(14
|
)
|
|
$
|
(69
|
)
|
|
$
|
(7
|
)
|
|
Continuing Operations
|
|
Net Earnings
attributable to
Motorola Solutions, Inc.
|
||||||||||||||||||||
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings
|
$
|
878
|
|
|
$
|
747
|
|
|
$
|
244
|
|
|
$
|
881
|
|
|
$
|
1,158
|
|
|
$
|
633
|
|
Weighted average common shares outstanding
|
292.1
|
|
|
333.8
|
|
|
333.3
|
|
|
292.1
|
|
|
333.8
|
|
|
333.3
|
|
||||||
Per share amount
|
$
|
3.01
|
|
|
$
|
2.24
|
|
|
$
|
0.73
|
|
|
$
|
3.01
|
|
|
$
|
3.47
|
|
|
$
|
1.90
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings
|
$
|
878
|
|
|
$
|
747
|
|
|
$
|
244
|
|
|
$
|
881
|
|
|
$
|
1,158
|
|
|
$
|
633
|
|
Weighted average common shares outstanding
|
292.1
|
|
|
333.8
|
|
|
333.3
|
|
|
292.1
|
|
|
333.8
|
|
|
333.3
|
|
||||||
Add effect of dilutive securities:
Share-based awards and other
|
5.3
|
|
|
5.9
|
|
|
4.8
|
|
|
5.3
|
|
|
5.9
|
|
|
4.8
|
|
||||||
Diluted weighted average common shares outstanding
|
297.4
|
|
|
339.7
|
|
|
338.1
|
|
|
297.4
|
|
|
339.7
|
|
|
338.1
|
|
||||||
Per share amount
|
$
|
2.95
|
|
|
$
|
2.20
|
|
|
$
|
0.72
|
|
|
$
|
2.96
|
|
|
$
|
3.41
|
|
|
$
|
1.87
|
|
December 31
|
2012
|
2011
|
|||||
Cash
|
$
|
149
|
|
|
$
|
264
|
|
Securities:
|
|
|
|
||||
U.S. government, agency and government-sponsored enterprise obligations
|
1,984
|
|
|
2,944
|
|
||
|
$
|
2,133
|
|
|
$
|
3,208
|
|
|
Recorded Value
|
|
Less
|
|
|
||||||||||||||
December 31, 2012
|
Short-term
Investments
|
|
Investments
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Cost
Basis
|
||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government, agency and government-sponsored enterprise obligations
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Corporate bonds
|
2
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Mortgage-backed securities
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Common stock and equivalents
|
—
|
|
|
10
|
|
|
3
|
|
|
—
|
|
|
7
|
|
|||||
|
2
|
|
|
38
|
|
|
3
|
|
|
—
|
|
|
37
|
|
|||||
Other securities, at cost
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|||||
Equity method investments
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
|
$
|
2
|
|
|
$
|
144
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
143
|
|
|
Recorded Value
|
|
Less
|
|
|
||||||||||||||
December 31, 2011
|
Short-term
Investments
|
|
Investments
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Cost
Basis
|
||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government, agency and government-sponsored enterprise obligations
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Corporate bonds
|
2
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Mortgage-backed securities
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Common stock and equivalents
|
—
|
|
|
11
|
|
|
2
|
|
|
(1
|
)
|
|
10
|
|
|||||
|
2
|
|
|
39
|
|
|
2
|
|
|
(1
|
)
|
|
40
|
|
|||||
Other securities, at cost
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|||||
Equity method investments
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
|
$
|
2
|
|
|
$
|
166
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
167
|
|
Years Ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
Gains on sales of investments, net
|
$
|
39
|
|
|
$
|
17
|
|
|
$
|
49
|
|
Gains on sales of businesses, net
|
—
|
|
|
6
|
|
|
—
|
|
|||
|
$
|
39
|
|
|
$
|
23
|
|
|
$
|
49
|
|
December 31
|
2012
|
|
2011
|
||||
Accounts receivable
|
$
|
1,932
|
|
|
$
|
1,911
|
|
Less allowance for doubtful accounts
|
(51
|
)
|
|
(45
|
)
|
||
|
$
|
1,881
|
|
|
$
|
1,866
|
|
December 31
|
2012
|
|
2011
|
||||
Finished goods
|
$
|
244
|
|
|
$
|
319
|
|
Work-in-process and production materials
|
432
|
|
|
363
|
|
||
|
676
|
|
|
682
|
|
||
Less inventory reserves
|
(163
|
)
|
|
(170
|
)
|
||
|
$
|
513
|
|
|
$
|
512
|
|
December 31
|
2012
|
|
2011
|
||||
Costs and earnings in excess of billings
|
$
|
416
|
|
|
$
|
302
|
|
Contract-related deferred costs
|
141
|
|
|
142
|
|
||
Tax-related refunds receivable
|
95
|
|
|
85
|
|
||
Other
|
148
|
|
|
157
|
|
||
|
$
|
800
|
|
|
$
|
686
|
|
December 31
|
2012
|
|
2011
|
||||
Land
|
$
|
38
|
|
|
$
|
69
|
|
Building
|
739
|
|
|
774
|
|
||
Machinery and equipment
|
1,932
|
|
|
2,052
|
|
||
|
2,709
|
|
|
2,895
|
|
||
Less accumulated depreciation
|
(1,870
|
)
|
|
(1,999
|
)
|
||
|
$
|
839
|
|
|
$
|
896
|
|
December 31
|
2012
|
|
2011
|
||||
Intangible assets, net of accumulated amortization
|
$
|
109
|
|
|
$
|
48
|
|
Long-term receivables, net of allowances
|
60
|
|
|
37
|
|
||
Other
|
200
|
|
|
211
|
|
||
|
$
|
369
|
|
|
$
|
296
|
|
December 31
|
2012
|
|
2011
|
||||
Deferred revenue
|
$
|
820
|
|
|
$
|
774
|
|
Compensation
|
424
|
|
|
471
|
|
||
Billings in excess of costs and earnings
|
387
|
|
|
250
|
|
||
Tax liabilities
|
95
|
|
|
126
|
|
||
Customer reserves
|
144
|
|
|
125
|
|
||
Networks purchase price adjustment
|
—
|
|
|
96
|
|
||
Dividend payable
|
72
|
|
|
70
|
|
||
Other
|
684
|
|
|
821
|
|
||
|
$
|
2,626
|
|
|
$
|
2,733
|
|
December 31
|
2012
|
|
2011
|
||||
Defined benefit plans, including split dollar life insurance policies
|
$
|
3,389
|
|
|
$
|
2,675
|
|
Postretirement health care benefits plan
|
167
|
|
|
295
|
|
||
Deferred revenue
|
304
|
|
|
275
|
|
||
Unrecognized tax benefits
|
98
|
|
|
112
|
|
||
Other
|
237
|
|
|
353
|
|
||
|
$
|
4,195
|
|
|
$
|
3,710
|
|
December 31
|
2012
|
|
2011
|
||||
5.375% senior notes due 2012
|
—
|
|
|
400
|
|
||
6.0% senior notes due 2017
|
399
|
|
|
399
|
|
||
3.75% senior notes due 2022
|
747
|
|
|
—
|
|
||
6.5% debentures due 2025
|
118
|
|
|
118
|
|
||
7.5% debentures due 2025
|
346
|
|
|
346
|
|
||
6.5% debentures due 2028
|
36
|
|
|
36
|
|
||
6.625% senior notes due 2037
|
54
|
|
|
54
|
|
||
5.22% debentures due 2097
|
89
|
|
|
89
|
|
||
Other long-term debt
|
45
|
|
|
50
|
|
||
|
1,834
|
|
|
1,492
|
|
||
Adjustments, primarily unamortized gains on interest rate swap terminations
|
29
|
|
|
43
|
|
||
Less: current portion
|
(4
|
)
|
|
(405
|
)
|
||
Long-term debt
|
$
|
1,859
|
|
|
$
|
1,130
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
December 31, 2012
|
|
December 31, 2011
|
||||
British Pound
|
$
|
225
|
|
|
$
|
55
|
|
Chinese Renminbi
|
(99
|
)
|
|
(283
|
)
|
||
Norwegian Krone
|
(48
|
)
|
|
—
|
|
||
Israeli Shekel
|
(35
|
)
|
|
8
|
|
||
Japanese Yen
|
32
|
|
|
46
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
December 31, 2012
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
1
|
|
|
Other assets
|
|
$
|
—
|
|
|
Other liabilities
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
2
|
|
|
Other assets
|
|
3
|
|
|
Other liabilities
|
||
Interest agreement contracts
|
—
|
|
|
Other assets
|
|
4
|
|
|
Other liabilities
|
||
Total derivatives not designated as hedging instruments
|
2
|
|
|
|
|
7
|
|
|
|
||
Total derivatives
|
$
|
3
|
|
|
|
|
$
|
7
|
|
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
December 31, 2011
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
Other assets
|
|
$
|
2
|
|
|
Other liabilities
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
1
|
|
|
Other assets
|
|
3
|
|
|
Other liabilities
|
||
Interest agreement contracts
|
—
|
|
|
Other assets
|
|
3
|
|
|
Other liabilities
|
||
Total derivatives not designated as hedging instruments
|
1
|
|
|
|
|
6
|
|
|
|
||
Total derivatives
|
$
|
1
|
|
|
|
|
$
|
8
|
|
|
|
|
December 31,
|
Statement of
Operations Location
|
||||||||||
Loss on Derivative Instruments
|
2012
|
|
2011
|
|
2010
|
|||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
$
|
(16
|
)
|
|
$
|
(11
|
)
|
|
$
|
(16
|
)
|
Other income (expense)
|
Foreign exchange contracts
|
(13
|
)
|
|
(17
|
)
|
|
(33
|
)
|
Other income (expense)
|
|||
Total derivatives not designated as hedging instruments
|
$
|
(29
|
)
|
|
$
|
(28
|
)
|
|
$
|
(49
|
)
|
|
|
December 31,
|
|
||||||||||
Foreign Exchange Contracts
|
2012
|
|
2011
|
|
2010
|
Financial Statement
Location
|
||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in Accumulated other comprehensive loss (effective portion)
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
(9
|
)
|
Accumulated other
comprehensive loss
|
Gain (loss) reclassified from Accumulated other
comprehensive loss into Net earnings (effective portion)
|
(1
|
)
|
|
2
|
|
|
(6
|
)
|
Cost of sales
|
|||
Gain recognized in Net earnings on derivative (ineffective portion and amount excluded from effectiveness testing)
|
—
|
|
|
1
|
|
|
1
|
|
Other income (expense)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at January 1
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
2
|
|
Increase (decrease) in fair value
|
5
|
|
|
(5
|
)
|
|
3
|
|
|||
Reclassifications to earnings, net of tax
|
(1
|
)
|
|
2
|
|
|
(5
|
)
|
|||
Balance at December 31
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
851
|
|
|
$
|
462
|
|
|
$
|
368
|
|
Other nations
|
364
|
|
|
276
|
|
|
296
|
|
|||
|
$
|
1,215
|
|
|
$
|
738
|
|
|
$
|
664
|
|
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
(45
|
)
|
Other nations
|
89
|
|
|
30
|
|
|
183
|
|
|||
States (U.S.)
|
1
|
|
|
3
|
|
|
74
|
|
|||
Current income tax expense
|
95
|
|
|
35
|
|
|
212
|
|
|||
United States
|
296
|
|
|
(118
|
)
|
|
373
|
|
|||
Other nations
|
(12
|
)
|
|
111
|
|
|
(54
|
)
|
|||
States (U.S.)
|
(42
|
)
|
|
(31
|
)
|
|
(128
|
)
|
|||
Deferred income tax expense (benefit)
|
242
|
|
|
(38
|
)
|
|
191
|
|
|||
Total income tax expense (benefit)
|
$
|
337
|
|
|
$
|
(3
|
)
|
|
$
|
403
|
|
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
Income tax expense at statutory rate
|
$
|
425
|
|
|
$
|
258
|
|
|
$
|
232
|
|
Taxes on non-U.S. earnings
|
(10
|
)
|
|
(23
|
)
|
|
(10
|
)
|
|||
State income taxes
|
(27
|
)
|
|
(2
|
)
|
|
(35
|
)
|
|||
Valuation allowances
|
(60
|
)
|
|
(237
|
)
|
|
(18
|
)
|
|||
Tax on undistributed non-U.S. earnings
|
30
|
|
|
51
|
|
|
287
|
|
|||
Other provisions
|
(7
|
)
|
|
(17
|
)
|
|
(45
|
)
|
|||
Research credits
|
—
|
|
|
(11
|
)
|
|
(6
|
)
|
|||
Tax law changes
|
—
|
|
|
—
|
|
|
18
|
|
|||
Section 199 deduction
|
(14
|
)
|
|
(22
|
)
|
|
(20
|
)
|
|||
|
$
|
337
|
|
|
$
|
(3
|
)
|
|
$
|
403
|
|
December 31
|
2012
|
|
2011
|
||||
Inventory
|
$
|
1
|
|
|
$
|
38
|
|
Accrued liabilities and allowances
|
134
|
|
|
254
|
|
||
Employee benefits
|
1,544
|
|
|
1,279
|
|
||
Capitalized items
|
254
|
|
|
290
|
|
||
Tax basis differences on investments
|
28
|
|
|
44
|
|
||
Depreciation tax basis differences on fixed assets
|
19
|
|
|
13
|
|
||
Undistributed non-U.S. earnings
|
(150
|
)
|
|
(275
|
)
|
||
Tax carryforwards
|
1,155
|
|
|
1,438
|
|
||
Business reorganization
|
12
|
|
|
13
|
|
||
Warranty and customer reserves
|
45
|
|
|
44
|
|
||
Deferred revenue and costs
|
310
|
|
|
218
|
|
||
Valuation allowances
|
(308
|
)
|
|
(366
|
)
|
||
Deferred charges
|
36
|
|
|
39
|
|
||
Other
|
(63
|
)
|
|
(46
|
)
|
||
|
$
|
3,017
|
|
|
$
|
2,983
|
|
December 31, 2012
|
Gross
Tax Loss
|
|
Tax
Effected
|
|
Expiration
Period
|
||||
United States:
|
|
|
|
|
|
||||
U.S. tax losses
|
$
|
94
|
|
|
$
|
33
|
|
|
2018-2032
|
Foreign tax credits
|
n/a
|
|
|
400
|
|
|
2017-2019
|
||
General business credits
|
n/a
|
|
|
214
|
|
|
2024-2032
|
||
Minimum tax credits
|
n/a
|
|
|
104
|
|
|
Unlimited
|
||
State tax losses
|
2,245
|
|
|
54
|
|
|
2013-2031
|
||
State tax credits
|
n/a
|
|
|
27
|
|
|
2013-2026
|
||
Non-U.S. Subsidiaries:
|
|
|
|
|
|
||||
Canada tax losses
|
35
|
|
|
9
|
|
|
Unlimited
|
||
China tax losses
|
429
|
|
|
107
|
|
|
2013-2017
|
||
Japan tax losses
|
128
|
|
|
47
|
|
|
2017-2021
|
||
United Kingdom tax losses
|
93
|
|
|
21
|
|
|
Unlimited
|
||
Germany tax losses
|
177
|
|
|
53
|
|
|
Unlimited
|
||
Singapore tax losses
|
80
|
|
|
14
|
|
|
Unlimited
|
||
Other subsidiaries tax losses
|
62
|
|
|
15
|
|
|
Various
|
||
Canada tax credits
|
n/a
|
|
|
23
|
|
|
2024-2032
|
||
Spain tax credits
|
n/a
|
|
|
29
|
|
|
2017-2021
|
||
Other subsidiaries tax credits
|
n/a
|
|
|
5
|
|
|
Various
|
||
|
|
|
$
|
1,155
|
|
|
|
|
2012
|
|
2011
|
||||
Balance at January 1
|
$
|
191
|
|
|
$
|
198
|
|
Additions based on tax positions related to current year
|
11
|
|
|
45
|
|
||
Additions for tax positions of prior years
|
11
|
|
|
38
|
|
||
Reductions for tax positions of prior years
|
(24
|
)
|
|
(63
|
)
|
||
Settlements and agreements
|
(24
|
)
|
|
(22
|
)
|
||
Lapse of statute of limitations
|
(4
|
)
|
|
(5
|
)
|
||
Balance at December 31
|
$
|
161
|
|
|
$
|
191
|
|
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
Interest cost
|
$
|
349
|
|
|
$
|
344
|
|
|
$
|
344
|
|
Expected return on plan assets
|
(421
|
)
|
|
(390
|
)
|
|
(378
|
)
|
|||
Amortization of unrecognized net loss
|
260
|
|
|
189
|
|
|
151
|
|
|||
Settlement/curtailment loss
|
—
|
|
|
8
|
|
|
2
|
|
|||
Net periodic pension cost
|
$
|
188
|
|
|
$
|
151
|
|
|
$
|
119
|
|
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
Service cost
|
$
|
10
|
|
|
$
|
17
|
|
|
$
|
24
|
|
Interest cost
|
75
|
|
|
72
|
|
|
84
|
|
|||
Expected return on plan assets
|
(78
|
)
|
|
(77
|
)
|
|
(81
|
)
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Unrecognized net loss
|
22
|
|
|
17
|
|
|
19
|
|
|||
Unrecognized prior service cost
|
(3
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|||
Settlement/curtailment gain
|
—
|
|
|
(9
|
)
|
|
(4
|
)
|
|||
Net periodic pension cost
|
$
|
26
|
|
|
$
|
11
|
|
|
$
|
38
|
|
|
2012
|
|
2011
|
||||||||||||
|
U.S
|
|
Non
U.S.
|
|
U.S.
|
|
Non
U.S.
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at January 1
|
$
|
6,986
|
|
|
$
|
1,588
|
|
|
$
|
6,173
|
|
|
$
|
1,423
|
|
Service cost
|
—
|
|
|
10
|
|
|
—
|
|
|
17
|
|
||||
Interest cost
|
349
|
|
|
75
|
|
|
344
|
|
|
72
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
Settlement/curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||
Actuarial loss
|
1,277
|
|
|
103
|
|
|
714
|
|
|
123
|
|
||||
Foreign exchange valuation adjustment
|
—
|
|
|
48
|
|
|
—
|
|
|
(10
|
)
|
||||
Employee contributions
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Tax payments
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||
Benefit payments
|
(324
|
)
|
|
(39
|
)
|
|
(240
|
)
|
|
(38
|
)
|
||||
Benefit obligation at December 31
|
8,288
|
|
|
1,787
|
|
|
6,986
|
|
|
1,588
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value at January 1
|
4,747
|
|
|
1,219
|
|
|
4,320
|
|
|
1,214
|
|
||||
Return on plan assets
|
660
|
|
|
111
|
|
|
178
|
|
|
23
|
|
||||
Company contributions
|
340
|
|
|
31
|
|
|
489
|
|
|
38
|
|
||||
Settlements/curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||
Employee contributions
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange valuation adjustment
|
—
|
|
|
38
|
|
|
—
|
|
|
1
|
|
||||
Benefit payments from plan assets
|
(321
|
)
|
|
(39
|
)
|
|
(240
|
)
|
|
(38
|
)
|
||||
Fair value at December 31
|
5,426
|
|
|
1,362
|
|
|
4,747
|
|
|
1,219
|
|
||||
Funded status of the plan
|
(2,862
|
)
|
|
(425
|
)
|
|
(2,238
|
)
|
|
(369
|
)
|
||||
Unrecognized net loss
|
4,313
|
|
|
520
|
|
|
3,536
|
|
|
462
|
|
||||
Unrecognized prior service cost
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(55
|
)
|
||||
Prepaid pension cost
|
$
|
1,451
|
|
|
$
|
44
|
|
|
$
|
1,298
|
|
|
$
|
38
|
|
Components of prepaid (accrued) pension cost:
|
|
|
|
|
|
|
|
||||||||
Non-current benefit liability
|
$
|
(2,862
|
)
|
|
$
|
(425
|
)
|
|
$
|
(2,238
|
)
|
|
$
|
(369
|
)
|
Deferred income taxes
|
1,592
|
|
|
41
|
|
|
1,295
|
|
|
26
|
|
||||
Accumulated other comprehensive income
|
2,721
|
|
|
428
|
|
|
2,241
|
|
|
381
|
|
||||
Prepaid pension cost
|
$
|
1,451
|
|
|
$
|
44
|
|
|
$
|
1,298
|
|
|
$
|
38
|
|
|
2012
|
|
2011
|
||||||||||||
December 31
|
U.S.
|
|
Non
U.S.
|
|
U.S.
|
|
Non
U.S.
|
||||||||
Accumulated benefit obligation
|
$
|
8,288
|
|
|
$
|
1,770
|
|
|
$
|
6,986
|
|
|
$
|
1,588
|
|
|
Target Mix
|
||||
Asset Category
|
2012
|
|
2011
|
||
Equity securities
|
64
|
%
|
|
63
|
%
|
Fixed income securities
|
35
|
%
|
|
35
|
%
|
Cash and other investments
|
1
|
%
|
|
2
|
%
|
|
Actual Mix
|
||||
December 31
|
2012
|
|
2011
|
||
Equity securities
|
64
|
%
|
|
60
|
%
|
Fixed income securities
|
34
|
%
|
|
35
|
%
|
Cash and other investments
|
2
|
%
|
|
5
|
%
|
Year
|
U.S.
|
|
Non
U.S.
|
||||
2013
|
$
|
276
|
|
|
$
|
39
|
|
2014
|
284
|
|
|
40
|
|
||
2015
|
297
|
|
|
41
|
|
||
2016
|
313
|
|
|
42
|
|
||
2017
|
333
|
|
|
43
|
|
||
2018-2022
|
2,008
|
|
|
233
|
|
December 31
|
2012
|
|
2011
|
||
Discount rate for obligations
|
3.80
|
%
|
|
4.75
|
%
|
Investment return assumptions
|
8.25
|
%
|
|
8.25
|
%
|
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
Service cost
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
6
|
|
Interest cost
|
16
|
|
|
22
|
|
|
23
|
|
|||
Expected return on plan assets
|
(12
|
)
|
|
(16
|
)
|
|
(16
|
)
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Unrecognized net loss
|
12
|
|
|
10
|
|
|
7
|
|
|||
Unrecognized prior service cost
|
(16
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Net Postretirement Health Care Benefit Plan expenses
|
$
|
3
|
|
|
$
|
20
|
|
|
$
|
18
|
|
|
2012
|
|
2011
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at January 1
|
$
|
450
|
|
|
$
|
447
|
|
Service cost
|
3
|
|
|
4
|
|
||
Interest cost
|
16
|
|
|
22
|
|
||
Plan amendments
|
(151
|
)
|
|
—
|
|
||
Actuarial gain
|
24
|
|
|
—
|
|
||
Benefit payments
|
(20
|
)
|
|
(23
|
)
|
||
Benefit obligation at December 31
|
322
|
|
|
450
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value at January 1
|
155
|
|
|
170
|
|
||
Return on plan assets
|
20
|
|
|
7
|
|
||
Benefit payments made with plan assets
|
(20
|
)
|
|
(22
|
)
|
||
Fair value at December 31
|
155
|
|
|
155
|
|
||
Funded status of the plan
|
(167
|
)
|
|
(295
|
)
|
||
Unrecognized net loss
|
206
|
|
|
202
|
|
||
Unrecognized prior service cost
|
(135
|
)
|
|
—
|
|
||
Accrued postretirement health care costs
|
$
|
(96
|
)
|
|
$
|
(93
|
)
|
Years ended December 31
|
2012
|
|
2011
|
||||
Non-current liability
|
$
|
(167
|
)
|
|
$
|
(295
|
)
|
Deferred income taxes
|
26
|
|
|
92
|
|
||
Accumulated other comprehensive income
|
45
|
|
|
110
|
|
||
Accrued postretirement health care cost
|
$
|
(96
|
)
|
|
$
|
(93
|
)
|
|
Target Mix
|
||||
Asset Category
|
2012
|
|
2011
|
||
Equity securities
|
65
|
%
|
|
65
|
%
|
Fixed income securities
|
34
|
%
|
|
34
|
%
|
Cash and other investments
|
1
|
%
|
|
1
|
%
|
|
Actual Mix
|
||||
December 31
|
2012
|
|
2011
|
||
Equity securities
|
64
|
%
|
|
59
|
%
|
Fixed income securities
|
32
|
%
|
|
36
|
%
|
Cash and other investments
|
4
|
%
|
|
5
|
%
|
|
1% Point
Increase
|
|
1% Point
Decrease
|
||||
Increase (decrease) in:
|
|
|
|
||||
Accumulated postretirement benefit obligation
|
$
|
2
|
|
|
$
|
(2
|
)
|
Net Postretirement Health Care Benefit Plan expenses
|
—
|
|
|
—
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Expected volatility
|
24.0
|
%
|
|
28.8
|
%
|
|
41.7
|
%
|
Risk-free interest rate
|
0.8
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
Dividend yield
|
2.2
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Expected life (years)
|
6.1
|
|
|
6.0
|
|
|
6.1
|
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
Years ended December 31
|
Shares
Subject to
Options
|
|
Wtd. Avg.
Exercise
Price
|
|
Shares
Subject to
Options
|
|
Wtd. Avg.
Exercise
Price
|
|
Shares
Subject to
Options
|
|
Wtd. Avg.
Exercise
Price
|
|||||||||
Options outstanding at January 1
|
15,729
|
|
|
$
|
63
|
|
|
19,614
|
|
|
$
|
81
|
|
|
23,061
|
|
|
$
|
84
|
|
Options granted
|
1,286
|
|
|
51
|
|
|
3,155
|
|
|
39
|
|
|
1,630
|
|
|
50
|
|
|||
Options exercised
|
(2,831
|
)
|
|
29
|
|
|
(4,475
|
)
|
|
27
|
|
|
(1,559
|
)
|
|
42
|
|
|||
Adjustments to options outstanding to reflect Motorola Mobility distribution
|
—
|
|
|
—
|
|
|
7,756
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|||
Options terminated, cancelled or expired
|
(1,052
|
)
|
|
60
|
|
|
(10,321
|
)
|
|
59
|
|
|
(3,518
|
)
|
|
104
|
|
|||
Options outstanding at December 31
|
13,132
|
|
|
70
|
|
|
15,729
|
|
|
63
|
|
|
19,614
|
|
|
81
|
|
|||
Options exercisable at December 31
|
9,242
|
|
|
81
|
|
|
11,184
|
|
|
74
|
|
|
12,429
|
|
|
99
|
|
|||
Approx. number of employees granted options
|
115
|
|
|
|
|
270
|
|
|
|
|
529
|
|
|
|
|
Options Outstanding
|
|
Options
Exercisable
|
||||||||||||
Exercise price range
|
No. of
options
|
|
Wtd. avg.
Exercise
Price
|
|
Wtd. avg.
contractual
life (in yrs.)
|
|
No. of
options
|
|
Wtd. avg.
Exercise
Price
|
||||||
Under $30
|
3,099
|
|
|
$
|
26
|
|
7
|
|
2,617
|
|
|
$
|
26
|
|
|
$30-$40
|
3,728
|
|
|
38
|
|
7
|
|
2,064
|
|
|
37
|
|
|||
$41-$50
|
620
|
|
|
45
|
|
8
|
|
246
|
|
|
44
|
|
|||
$51-$60
|
1,377
|
|
|
52
|
|
9
|
|
7
|
|
|
54
|
|
|||
$61-$70
|
836
|
|
|
67
|
|
2
|
|
836
|
|
|
67
|
|
|||
$71-$80
|
255
|
|
|
74
|
|
4
|
|
255
|
|
|
74
|
|
|||
$81 and over
|
3,217
|
|
|
161
|
|
2
|
|
3,217
|
|
|
161
|
|
|||
|
13,132
|
|
|
|
|
|
|
9,242
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
Years ended December 31
|
RS and RSU
|
|
Wtd. Avg.
Grant
Date Fair
Value
|
|
RS and RSU
|
|
Wtd Avg.
Grant
Date Fair
Value
|
|
RS and RSU
|
|
Wtd Avg.
Grant
Date Fair
Value
|
|||||||||
RS and RSU outstanding at January 1
|
8,990
|
|
|
$
|
40
|
|
|
9,559
|
|
|
$
|
51
|
|
|
8,061
|
|
|
$
|
55
|
|
Granted
|
1,657
|
|
|
49
|
|
|
5,150
|
|
|
44
|
|
|
4,772
|
|
|
49
|
|
|||
Adjustments to RSUs outstanding to reflect Motorola Mobility distribution
|
—
|
|
|
—
|
|
|
3,638
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
(3,845
|
)
|
|
41
|
|
|
(3,230
|
)
|
|
31
|
|
|
(2,407
|
)
|
|
58
|
|
|||
Terminated or canceled
|
(503
|
)
|
|
33
|
|
|
(6,127
|
)
|
|
44
|
|
|
(867
|
)
|
|
56
|
|
|||
RS and RSU outstanding at December 31
|
6,299
|
|
|
41
|
|
|
8,990
|
|
|
40
|
|
|
9,559
|
|
|
51
|
|
|||
Approx. number of employees granted RSUs
|
2,355
|
|
|
|
|
12,351
|
|
|
|
|
29,973
|
|
|
|
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
Share-based compensation expense included in:
|
|
|
|
|
|
||||||
Costs of sales
|
$
|
25
|
|
|
$
|
20
|
|
|
$
|
19
|
|
Selling, general and administrative expenses
|
112
|
|
|
112
|
|
|
82
|
|
|||
Research and development expenditures
|
47
|
|
|
36
|
|
|
43
|
|
|||
Share-based compensation expense included in Operating earnings
|
184
|
|
|
168
|
|
|
144
|
|
|||
Tax benefit
|
62
|
|
|
51
|
|
|
43
|
|
|||
Share-based compensation expense, net of tax
|
$
|
122
|
|
|
$
|
117
|
|
|
$
|
101
|
|
Decrease in basic earnings per share
|
$
|
(0.42
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.30
|
)
|
Decrease in diluted earnings per share
|
$
|
(0.41
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.30
|
)
|
Share-based compensation expense in discontinued operations
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
164
|
|
December 31, 2012
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Sigma Fund securities:
|
|
|
|
|
|
||||||
U.S. government, agency and government-sponsored enterprise obligations
|
$
|
—
|
|
|
$
|
1,984
|
|
|
$
|
1,984
|
|
Foreign exchange derivative contracts
|
—
|
|
|
3
|
|
|
3
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
||||||
U.S. government, agency and government-sponsored enterprise obligations
|
—
|
|
|
15
|
|
|
15
|
|
|||
Corporate bonds
|
—
|
|
|
11
|
|
|
11
|
|
|||
Mortgage-backed securities
|
—
|
|
|
2
|
|
|
2
|
|
|||
Common stock and equivalents
|
3
|
|
|
7
|
|
|
10
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest agreement derivative contracts
|
—
|
|
|
4
|
|
|
4
|
|
December 31, 2011
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Sigma Fund securities:
|
|
|
|
|
|
||||||
U.S. government, agency and government-sponsored enterprise obligations
|
$
|
—
|
|
|
$
|
2,944
|
|
|
$
|
2,944
|
|
Foreign exchange derivative contracts
|
—
|
|
|
1
|
|
|
1
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
||||||
U.S. government, agency and government-sponsored enterprise obligations
|
—
|
|
|
16
|
|
|
16
|
|
|||
Corporate bonds
|
—
|
|
|
10
|
|
|
10
|
|
|||
Mortgage-backed securities
|
—
|
|
|
2
|
|
|
2
|
|
|||
Common stock and equivalents
|
3
|
|
|
8
|
|
|
11
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest agreement derivative contracts
|
—
|
|
|
3
|
|
|
3
|
|
|
2011
|
||
Balance at January 1
|
$
|
15
|
|
Transfers to Level 3
|
21
|
|
|
Payments received for securities sold
|
(39
|
)
|
|
Gain on Sigma Fund investments included in Other income (expense)
|
3
|
|
|
Balance at December 31
|
$
|
—
|
|
December 31, 2012
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
1,592
|
|
|
$
|
3
|
|
|
$
|
1,595
|
|
Commingled equity funds
|
—
|
|
|
1,965
|
|
|
1,965
|
|
|||
Preferred stock
|
9
|
|
|
—
|
|
|
9
|
|
|||
U.S. government and agency obligations
|
—
|
|
|
317
|
|
|
317
|
|
|||
Other government bonds
|
—
|
|
|
49
|
|
|
49
|
|
|||
Corporate bonds
|
—
|
|
|
327
|
|
|
327
|
|
|||
Mortgage-backed bonds
|
—
|
|
|
14
|
|
|
14
|
|
|||
Commingled bond funds
|
—
|
|
|
1,082
|
|
|
1,082
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
58
|
|
|
58
|
|
|||
Total investment securities
|
$
|
1,601
|
|
|
$
|
3,815
|
|
|
$
|
5,416
|
|
Accrued income receivable
|
|
|
|
|
10
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
5,426
|
|
December 31, 2011
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
1,128
|
|
|
$
|
3
|
|
|
$
|
1,131
|
|
Commingled equity funds
|
—
|
|
|
1,705
|
|
|
1,705
|
|
|||
Preferred stock
|
9
|
|
|
—
|
|
|
9
|
|
|||
U.S. government and agency obligations
|
—
|
|
|
261
|
|
|
261
|
|
|||
Other government bonds
|
—
|
|
|
40
|
|
|
40
|
|
|||
Corporate bonds
|
—
|
|
|
322
|
|
|
322
|
|
|||
Mortgage-backed bonds
|
—
|
|
|
18
|
|
|
18
|
|
|||
Commingled bond funds
|
—
|
|
|
1,018
|
|
|
1,018
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
232
|
|
|
232
|
|
|||
Total investment securities
|
$
|
1,137
|
|
|
$
|
3,599
|
|
|
$
|
4,736
|
|
Accrued income receivable
|
|
|
|
|
11
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
4,747
|
|
December 31, 2012
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
346
|
|
|
$
|
—
|
|
|
$
|
346
|
|
Commingled equity funds
|
—
|
|
|
434
|
|
|
434
|
|
|||
Corporate bonds
|
—
|
|
|
18
|
|
|
18
|
|
|||
Government and agency obligations
|
—
|
|
|
233
|
|
|
233
|
|
|||
Commingled bond funds
|
—
|
|
|
257
|
|
|
257
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
7
|
|
|
7
|
|
|||
Total investment securities
|
$
|
346
|
|
|
$
|
949
|
|
|
$
|
1,295
|
|
Cash
|
|
|
|
|
8
|
|
|||||
Insurance contracts*
|
|
|
|
|
59
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
1,362
|
|
December 31, 2011
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
312
|
|
Commingled equity funds
|
—
|
|
|
375
|
|
|
375
|
|
|||
Corporate bonds
|
—
|
|
|
206
|
|
|
206
|
|
|||
Government and agency obligations
|
—
|
|
|
10
|
|
|
10
|
|
|||
Commingled bond funds
|
—
|
|
|
248
|
|
|
248
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
2
|
|
|
2
|
|
|||
Total investment securities
|
$
|
312
|
|
|
$
|
841
|
|
|
$
|
1,153
|
|
Cash
|
|
|
|
|
7
|
|
|||||
Accrued income receivable
|
|
|
|
|
3
|
|
|||||
Insurance contracts*
|
|
|
|
|
56
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
1,219
|
|
December 31, 2012
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
Commingled equity funds
|
—
|
|
|
56
|
|
|
56
|
|
|||
U.S. government and agency obligations
|
—
|
|
|
9
|
|
|
9
|
|
|||
Corporate bonds
|
—
|
|
|
9
|
|
|
9
|
|
|||
Mortgage-backed bonds
|
—
|
|
|
1
|
|
|
1
|
|
|||
Commingled bond funds
|
—
|
|
|
30
|
|
|
30
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
6
|
|
|
6
|
|
|||
Fair value plan assets
|
$
|
44
|
|
|
$
|
111
|
|
|
$
|
155
|
|
December 31, 2011
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Common stock and equivalents
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
38
|
|
Commingled equity funds
|
—
|
|
|
54
|
|
|
54
|
|
|||
U.S. government and agency obligations
|
—
|
|
|
10
|
|
|
10
|
|
|||
Corporate bonds
|
—
|
|
|
11
|
|
|
11
|
|
|||
Mortgage-backed bonds
|
—
|
|
|
1
|
|
|
1
|
|
|||
Commingled bond funds
|
—
|
|
|
34
|
|
|
34
|
|
|||
Commingled short-term investment funds
|
—
|
|
|
7
|
|
|
7
|
|
|||
Fair value plan assets
|
$
|
38
|
|
|
$
|
117
|
|
|
$
|
155
|
|
December 31
|
2012
|
|
2011
|
||||
Long-term receivables
|
$
|
101
|
|
|
$
|
177
|
|
Less allowance for losses
|
—
|
|
|
(10
|
)
|
||
|
101
|
|
|
167
|
|
||
Less current portion
|
(41
|
)
|
|
(130
|
)
|
||
Non-current long-term receivables, net
|
$
|
60
|
|
|
$
|
37
|
|
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
||||||
Cumulative annual proceeds received from one-time sales:
|
|
|
|
|
|
||||||
Accounts receivable sales proceeds
|
$
|
12
|
|
|
$
|
8
|
|
|
$
|
30
|
|
Long-term receivables sales proceeds
|
178
|
|
|
224
|
|
|
67
|
|
|||
Total proceeds from one-time sales
|
190
|
|
|
232
|
|
|
97
|
|
|||
Cumulative annual proceeds received from sales under committed facilities
|
—
|
|
|
—
|
|
|
70
|
|
|||
Total proceeds from receivables sales
|
$
|
190
|
|
|
$
|
232
|
|
|
$
|
167
|
|
December 31, 2012
|
Total
Long-term
Receivable
|
|
Current Billed
Due
|
|
Past Due
Under 90 Days
|
|
Past Due
Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial loans and leases secured
|
$
|
78
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
4
|
|
Total gross long-term receivables, including current portion
|
$
|
101
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
4
|
|
December 31, 2011
|
Total
Long-term
Receivable
|
|
Current Billed
Due
|
|
Past Due
Under 90 Days
|
|
Past Due
Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial loans and leases secured
|
$
|
61
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Commercial loans unsecured
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total gross long-term receivables, including current portion
|
$
|
177
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
Net Sales
|
|
Operating Earnings (Loss)
|
||||||||||||||||||||
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Government
|
$
|
5,989
|
|
|
$
|
5,358
|
|
|
$
|
5,049
|
|
|
$
|
965
|
|
|
$
|
616
|
|
|
$
|
534
|
|
Enterprise
|
2,709
|
|
|
2,845
|
|
|
2,568
|
|
|
291
|
|
|
242
|
|
|
217
|
|
||||||
|
8,698
|
|
|
8,203
|
|
|
7,617
|
|
|
|
|
|
|
|
|||||||||
Operating earnings
|
|
|
|
|
|
|
1,256
|
|
|
858
|
|
|
751
|
|
|||||||||
Total other expense
|
|
|
|
|
|
|
(41
|
)
|
|
(120
|
)
|
|
(87
|
)
|
|||||||||
Earnings from continuing operations before income taxes
|
|
|
|
|
|
|
$
|
1,215
|
|
|
$
|
738
|
|
|
$
|
664
|
|
|
Assets
|
|
Capital
Expenditures
|
|
Depreciation
Expense
|
||||||||||||||||||||||||||||||
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
Government
|
$
|
3,095
|
|
|
$
|
2,892
|
|
|
$
|
3,424
|
|
|
$
|
132
|
|
|
$
|
159
|
|
|
$
|
172
|
|
|
$
|
143
|
|
|
$
|
128
|
|
|
$
|
110
|
|
Enterprise
|
2,552
|
|
|
2,264
|
|
|
2,724
|
|
|
55
|
|
|
27
|
|
|
20
|
|
|
36
|
|
|
37
|
|
|
40
|
|
|||||||||
|
5,647
|
|
|
5,156
|
|
|
6,148
|
|
|
187
|
|
|
186
|
|
|
192
|
|
|
179
|
|
|
165
|
|
|
150
|
|
|||||||||
Other
|
7,032
|
|
|
8,773
|
|
|
11,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
12,679
|
|
|
13,929
|
|
|
17,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Discontinued operations
|
—
|
|
|
—
|
|
|
7,780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
$
|
12,679
|
|
|
$
|
13,929
|
|
|
$
|
25,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
Assets
|
|
Property, Plant, and
Equipment, net
|
||||||||||||||||||||||||||||||
Years ended December 31
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
United States
|
$
|
4,807
|
|
|
$
|
4,417
|
|
|
$
|
4,161
|
|
|
$
|
8,743
|
|
|
$
|
8,888
|
|
|
$
|
10,501
|
|
|
$
|
505
|
|
|
$
|
504
|
|
|
$
|
484
|
|
China
|
344
|
|
|
322
|
|
|
307
|
|
|
570
|
|
|
860
|
|
|
1,823
|
|
|
13
|
|
|
14
|
|
|
9
|
|
|||||||||
United Kingdom
|
263
|
|
|
270
|
|
|
257
|
|
|
1,393
|
|
|
584
|
|
|
850
|
|
|
19
|
|
|
21
|
|
|
23
|
|
|||||||||
Israel
|
119
|
|
|
127
|
|
|
112
|
|
|
823
|
|
|
1,128
|
|
|
1,366
|
|
|
22
|
|
|
26
|
|
|
40
|
|
|||||||||
Malaysia
|
92
|
|
|
91
|
|
|
50
|
|
|
448
|
|
|
331
|
|
|
369
|
|
|
54
|
|
|
44
|
|
|
42
|
|
|||||||||
Japan
|
88
|
|
|
97
|
|
|
99
|
|
|
127
|
|
|
553
|
|
|
724
|
|
|
5
|
|
|
60
|
|
|
61
|
|
|||||||||
Denmark
|
44
|
|
|
46
|
|
|
46
|
|
|
90
|
|
|
93
|
|
|
101
|
|
|
52
|
|
|
62
|
|
|
72
|
|
|||||||||
Other, net of eliminations
|
2,941
|
|
|
2,966
|
|
|
2,734
|
|
|
485
|
|
|
1,492
|
|
|
2,063
|
|
|
169
|
|
|
165
|
|
|
191
|
|
|||||||||
|
$
|
8,698
|
|
|
$
|
8,203
|
|
|
$
|
7,617
|
|
|
$
|
12,679
|
|
|
$
|
13,929
|
|
|
$
|
17,797
|
|
|
$
|
839
|
|
|
$
|
896
|
|
|
$
|
922
|
|
|
Accruals at January 1, 2012
|
|
Additional
Charges
|
|
Adjustments
|
|
Amount
Used
|
|
Accruals at December 31, 2012
|
||||||||||
Exit costs
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(11
|
)
|
|
$
|
4
|
|
Employee separation costs
|
30
|
|
|
54
|
|
|
(9
|
)
|
|
(44
|
)
|
|
31
|
|
|||||
|
$
|
44
|
|
|
$
|
54
|
|
|
$
|
(8
|
)
|
|
$
|
(55
|
)
|
|
$
|
35
|
|
2011
|
Accruals at
January 1
|
|
Additional
Charges
|
|
Adjustments
|
|
Amount
Used
|
|
Accruals at
December 31
|
||||||||||
Exit costs
|
$
|
17
|
|
|
$
|
19
|
|
|
$
|
1
|
|
|
$
|
(23
|
)
|
|
$
|
14
|
|
Employee separation costs
|
50
|
|
|
41
|
|
|
(3
|
)
|
|
(58
|
)
|
|
30
|
|
|||||
|
$
|
67
|
|
|
$
|
60
|
|
|
$
|
(2
|
)
|
|
$
|
(81
|
)
|
|
$
|
44
|
|
2010
|
Accruals at
January 1
|
|
Additional
Charges
|
|
Adjustments
|
|
Amount
Used
|
|
Accruals at
December 31
|
||||||||||
Exit costs
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
(3
|
)
|
|
$
|
(12
|
)
|
|
$
|
17
|
|
Employee separation costs
|
31
|
|
|
73
|
|
|
(13
|
)
|
|
(41
|
)
|
|
50
|
|
|||||
|
$
|
47
|
|
|
$
|
89
|
|
|
$
|
(16
|
)
|
|
$
|
(53
|
)
|
|
$
|
67
|
|
|
2012
|
|
2011
|
||||||||||||
December 31,
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Intangible assets:
|
|
|
|
|
|
|
|
||||||||
Completed technology
|
$
|
657
|
|
|
$
|
632
|
|
|
$
|
635
|
|
|
$
|
627
|
|
Patents
|
276
|
|
|
276
|
|
|
276
|
|
|
276
|
|
||||
Customer-related
|
201
|
|
|
125
|
|
|
137
|
|
|
103
|
|
||||
Licensed technology
|
23
|
|
|
19
|
|
|
23
|
|
|
18
|
|
||||
Other intangibles
|
94
|
|
|
90
|
|
|
91
|
|
|
90
|
|
||||
|
$
|
1,251
|
|
|
$
|
1,142
|
|
|
$
|
1,162
|
|
|
$
|
1,114
|
|
|
2012
|
|
2011
|
||||||||||||
December 31,
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Government
|
$
|
53
|
|
|
$
|
48
|
|
|
$
|
53
|
|
|
$
|
48
|
|
Enterprise
|
1,198
|
|
|
1,094
|
|
|
1,109
|
|
|
1,066
|
|
||||
|
$
|
1,251
|
|
|
$
|
1,142
|
|
|
$
|
1,162
|
|
|
$
|
1,114
|
|
|
Government
|
|
Enterprise
|
|
Total
Company
|
||||||
Balances as of January 1, 2010:
|
|
|
|
|
|
||||||
Aggregate goodwill acquired
|
$
|
350
|
|
|
$
|
2,643
|
|
|
$
|
2,993
|
|
Accumulated impairment losses
|
—
|
|
|
(1,564
|
)
|
|
(1,564
|
)
|
|||
Goodwill, net of impairment losses
|
350
|
|
|
1,079
|
|
|
1,429
|
|
|||
|
|
|
|
|
|
||||||
Balance as of December 31, 2010:
|
|
|
|
|
|
||||||
Aggregate goodwill acquired
|
350
|
|
|
2,643
|
|
|
2,993
|
|
|||
Accumulated impairment losses
|
—
|
|
|
(1,564
|
)
|
|
(1,564
|
)
|
|||
Goodwill, net of impairment losses
|
350
|
|
|
1,079
|
|
|
1,429
|
|
|||
Goodwill acquired
|
—
|
|
|
20
|
|
|
20
|
|
|||
Goodwill divested
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||
|
|
|
|
|
|
||||||
Balance as of December 31, 2011:
|
|
|
|
|
|
||||||
Aggregate goodwill acquired/divested
|
350
|
|
|
2,642
|
|
|
2,992
|
|
|||
Accumulated impairment losses
|
—
|
|
|
(1,564
|
)
|
|
(1,564
|
)
|
|||
Goodwill, net of impairment losses
|
350
|
|
|
1,078
|
|
|
1,428
|
|
|||
Goodwill acquired
|
—
|
|
|
83
|
|
|
83
|
|
|||
Goodwill divested
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Balance as of December 31, 2012:
|
|
|
|
|
|
||||||
Aggregate goodwill acquired/divested
|
349
|
|
|
2,725
|
|
|
3,074
|
|
|||
Accumulated impairment losses
|
—
|
|
|
(1,564
|
)
|
|
(1,564
|
)
|
|||
Goodwill, net of impairment losses
|
$
|
349
|
|
|
$
|
1,161
|
|
|
$
|
1,510
|
|
|
Balance at
January 1
|
|
Charged to
Earnings
|
|
Used
|
|
Adjustments*
|
|
Balance at
December 31
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Doubtful Accounts**
|
$
|
45
|
|
|
$
|
8
|
|
|
$
|
(4
|
)
|
|
$
|
2
|
|
|
$
|
51
|
|
Allowance for Losses on Long-term Receivables**
|
10
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||||
Inventory Reserves
|
170
|
|
|
67
|
|
|
(73
|
)
|
|
(1
|
)
|
|
163
|
|
|||||
Customer Reserves
|
125
|
|
|
456
|
|
|
(416
|
)
|
|
(21
|
)
|
|
144
|
|
|||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Doubtful Accounts
|
49
|
|
|
7
|
|
|
(4
|
)
|
|
(7
|
)
|
|
45
|
|
|||||
Allowance for Losses on Long-term Receivables
|
1
|
|
|
10
|
|
|
(1
|
)
|
|
—
|
|
|
10
|
|
|||||
Inventory Reserves
|
157
|
|
|
37
|
|
|
(30
|
)
|
|
6
|
|
|
170
|
|
|||||
Customer Reserves
|
117
|
|
|
580
|
|
|
(565
|
)
|
|
(7
|
)
|
|
125
|
|
|||||
2010
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Doubtful Accounts
|
16
|
|
|
41
|
|
|
(2
|
)
|
|
(6
|
)
|
|
49
|
|
|||||
Allowance for Losses on Long-term Receivables
|
7
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
1
|
|
|||||
Inventory Reserves
|
140
|
|
|
67
|
|
|
(34
|
)
|
|
(16
|
)
|
|
157
|
|
|||||
Customer Reserves
|
97
|
|
|
427
|
|
|
(374
|
)
|
|
(33
|
)
|
|
117
|
|
|
2012
|
|
2011
|
||||||||||||||||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
||||||||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
1,956
|
|
|
$
|
2,148
|
|
|
$
|
2,153
|
|
|
$
|
2,441
|
|
|
$
|
1,834
|
|
|
$
|
1,984
|
|
|
$
|
2,085
|
|
|
$
|
2,300
|
|
Costs of sales
|
983
|
|
|
1,088
|
|
|
1,066
|
|
|
1,212
|
|
|
910
|
|
|
977
|
|
|
1,030
|
|
|
1,140
|
|
||||||||
Gross margin
|
973
|
|
|
1,060
|
|
|
1,087
|
|
|
1,229
|
|
|
924
|
|
|
1,007
|
|
|
1,055
|
|
|
1,160
|
|
||||||||
Selling, general and administrative expenses
|
472
|
|
|
496
|
|
|
485
|
|
|
510
|
|
|
461
|
|
|
482
|
|
|
471
|
|
|
498
|
|
||||||||
Research and development expenditures
|
254
|
|
|
269
|
|
|
262
|
|
|
290
|
|
|
239
|
|
|
260
|
|
|
270
|
|
|
266
|
|
||||||||
Other charges
|
15
|
|
|
17
|
|
|
16
|
|
|
6
|
|
|
55
|
|
|
106
|
|
|
60
|
|
|
120
|
|
||||||||
Operating earnings
|
232
|
|
|
278
|
|
|
324
|
|
|
423
|
|
|
169
|
|
|
159
|
|
|
254
|
|
|
276
|
|
||||||||
Earnings from continuing operations*
|
159
|
|
|
177
|
|
|
206
|
|
|
336
|
|
|
367
|
|
|
50
|
|
|
153
|
|
|
177
|
|
||||||||
Net earnings*
|
157
|
|
|
182
|
|
|
206
|
|
|
336
|
|
|
497
|
|
|
349
|
|
|
128
|
|
|
184
|
|
||||||||
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per common share
|
$
|
0.51
|
|
|
$
|
0.61
|
|
|
$
|
0.73
|
|
|
$
|
1.20
|
|
|
$
|
1.09
|
|
|
$
|
0.15
|
|
|
$
|
0.46
|
|
|
$
|
0.55
|
|
Diluted earnings per common share
|
0.50
|
|
|
0.60
|
|
|
0.72
|
|
|
1.18
|
|
|
1.07
|
|
|
0.14
|
|
|
0.45
|
|
|
0.54
|
|
||||||||
Net Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per common share
|
0.50
|
|
|
0.63
|
|
|
0.73
|
|
|
1.20
|
|
|
1.47
|
|
|
1.02
|
|
|
0.38
|
|
|
0.57
|
|
||||||||
Diluted earnings per common share
|
0.49
|
|
|
0.61
|
|
|
0.72
|
|
|
1.18
|
|
|
1.44
|
|
|
1.00
|
|
|
0.38
|
|
|
0.56
|
|
||||||||
Dividends declared
|
0.22
|
|
|
0.22
|
|
|
0.26
|
|
|
0.26
|
|
|
—
|
|
|
—
|
|
|
0.22
|
|
|
0.22
|
|
||||||||
Dividends paid
|
0.22
|
|
|
0.22
|
|
|
0.22
|
|
|
0.26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.22
|
|
||||||||
Stock prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
51.76
|
|
|
51.46
|
|
|
51.79
|
|
|
55.68
|
|
|
44.69
|
|
|
47.87
|
|
|
46.37
|
|
|
47.41
|
|
||||||||
Low
|
44.94
|
|
|
46.73
|
|
|
45.18
|
|
|
49.77
|
|
|
37.04
|
|
|
43.42
|
|
|
38.71
|
|
|
40.62
|
|
(a)
|
1. Financial Statements
|
2.
|
Financial Statement Schedule and Independent Auditors’ Report
|
3.
|
Exhibits
|
(b)
|
Exhibits:
|
|
MOTOROLA SOLUTIONS, INC.
|
|
|
|
|
|
By:
|
/
S
/ G
REGORY
Q. B
ROWN
|
|
|
Gregory Q. Brown
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/
S
/ G
REGORY
Q. B
ROWN
|
|
Chairman and Chief Executive Officer
|
|
February 12, 2013
|
Gregory Q. Brown
|
|
and Director
(Principal Executive Officer)
|
|
|
|
|
|
||
/
S
/ E
DWARD
J. F
ITZPATRICK
|
|
Executive Vice President and
|
|
February 12, 2013
|
Edward J. Fitzpatrick
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
||
/
S
/ J
OHN
K. W
OZNIAK
|
|
Corporate Vice President and
|
|
February 12, 2013
|
John K. Wozniak
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
|
|
||
/
S
/ W
ILLIAM
J. B
RATTON
|
|
Director
|
|
February 12, 2013
|
William J. Bratton
|
|
|
|
|
|
|
|
|
|
/S/ KENNETH C. DAHLBERG
|
|
Director
|
|
February 12, 2013
|
Kenneth C. Dahlberg
|
|
|
|
|
|
|
|
|
|
/
S
/ D
AVID
W. D
ORMAN
|
|
Director
|
|
February 12, 2013
|
David W. Dorman
|
|
|
|
|
|
|
|
||
/
S
/ M
ICHAEL
V. H
AYDEN
|
|
Director
|
|
February 12, 2013
|
Michael V. Hayden
|
|
|
|
|
|
|
|
||
/
S
/ J
UDY
C. L
EWENT
|
|
Director
|
|
February 12, 2013
|
Judy C. Lewent
|
|
|
|
|
|
|
|
||
/
S
/ ANNE R. PRAMAGGIORE
|
|
Director
|
|
February 12, 2013
|
Anne R. Pramaggiore
|
|
|
|
|
|
|
|
||
/
S
/ S
AMUEL
C. S
COTT
III
|
|
Director
|
|
February 12, 2013
|
Samuel C. Scott III
|
|
|
|
|
|
|
|
||
/
S
/ BRADLEY E. SINGER
|
|
Director
|
|
February 12, 2013
|
Bradley E. Singer
|
|
|
|
|
/
S
/ D
R
. J
OHN
A. W
HITE
|
|
Director
|
|
February 12, 2013
|
Dr. John A. White
|
|
|
|
|
2.1 (a)
|
|
Master Acquisition Agreement dated as of July 16, 2010, by and between Motorola Solutions, Inc. (formerly Motorola, Inc.) and Nokia Siemens Networks B.V (incorporated by reference to Exhibit 2.1 to Motorola Solutions' Current Report on Form 8-K filed on July 19, 2010 (File No. 1-7221)).
|
2.1 (b)
|
|
Amendment No. 1 dated as of April 12, 2011 to the Master Acquisition Agreement dated as of July 16, 2010, by and between Motorola Solutions, Inc. (formerly Motorola, Inc.) and Nokia Siemens Networks B.V (incorporated by reference to Exhibit 2.1(b) to Motorola Solutions' Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011 (File No. 1-7221)).
|
3.1 (a)
|
|
Restated Certificate of Incorporation of Motorola, Inc., as amended through May 5, 2009 (incorporated by reference to Exhibit 3(i)(b) to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
|
3.1 (b)
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to Motorola Solutions' Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
|
3.1 (c)
|
|
Certificate of Ownership and Merger merging Motorola Name Change Corporation into Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.2 to Motorola Solutions' Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
|
3.2
|
|
Motorola Solutions, Inc. Amended and Restated Bylaws as of January 17, 2013 (incorporated by reference to Exhibit 3.1 to Motorola, Inc.'s Current Report on Form 8-K filed on January 17, 2013 (File No. 1-7221)).
|
4.1 (a)
|
|
Senior Indenture, dated as of May 1, 1995, between The Bank of New York Mellon Trust Company, N.A. (as successor Trustee to JPMorgan Chase Bank (as successor in interest to Bank One Trust Company) and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) and Motorola, Inc. (incorporated by reference to Exhibit 4(d) of the Registrant's Registration Statement on Form S-3 dated September 25, 1995 (Registration No. 33-62911)).
|
4.1 (b)
|
|
Instrument of Resignation, Appointment and Acceptance, dated as of January 22, 2001, among Motorola, Inc., Bank One Trust Company, N.A. and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) (incorporated by reference to Exhibit 4.2(b) to Motorola, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File No. 1-7221)).
|
|
Certain instruments defining the rights of holders of long-term debt of Motorola, Inc. and of all its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are being omitted pursuant to paragraph(4)(iii)(A) of Item 601 of Regulation S-K. Motorola Solutions agrees to furnish a copy of any such instrument to the Commission upon request.
|
|
10.1
|
|
Amended and Restated Master Separation and Distribution Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 2.1 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
|
10.2
|
|
Amended and Restated Intellectual Property License Agreement between Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation (File No. 1-34805)).
|
10.3
|
|
Amended and Restated Exclusive License Agreement between Motorola Trademark Holdings, LLC and Motorola, Inc. effective as of July 30, 2010 (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to the Form 10 Registration Statement filed on November 12, 2010 by Motorola Mobility Holdings, Inc. (File No. 1-34805)).
|
10.4
|
|
Tax Sharing Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) (File No. 1-34805)).
|
10.5
|
|
Amended and Restated Employee Matters Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Form 10 Registration Statement filed on October 8, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation (File No. 1-34805)).
|
10.6
|
|
Stock Purchase Agreement, dated as of February 26, 2012, by and between Motorola Solutions, Inc. and Carl C. Icahn and certain of his affiliates (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on February 27, 2012 (File No. 1-7221)).
|
10.7
|
|
Motorola Solutions Omnibus Incentive Plan of 2006, as amended and restated November 8, 2011 (incorporated by reference to Exhibit 10.10 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-34805)).
|
10.8
|
|
Form of Motorola Solutions Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.11 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2010 ( File No. 1-34805)).
|
10.9
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from August 1, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.1 to Motorola Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
|
10.10
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from May 6, 2008 to August 1, 2009 (incorporated by reference to Exhibit 10.54 to Motorola Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
|
10.11
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from February 11, 2007 to May 4, 2008 (incorporated by reference to Exhibit 10.37 to Motorola Inc.'s Current Report on Form 8-K filed on February 15, 2007 (File No. 1-7221)).
|
10.12
|
|
Form of Motorola Solutions Stock Option Consideration Agreement for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.15 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2010 ( File No. 1-34805)).
|
10.13
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for grants from May 6, 2008 to January 3, 2011 (incorporated by reference to Exhibit 10.56 to Motorola Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
|
10.14
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for grants from February 27, 2007 to May 5, 2008 (incorporated by reference to Exhibit 10.4 to Motorola Inc.'s Annual Report on
Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221)).
|
10.15
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers on or after January 4, 2011 (incorporated by reference to Exhibit 10.18 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2010 ( File No. 1-34805)).
|
10.16
|
|
Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers, for grants from May 5, 2010 to January 3, 2011 (incorporated by reference to Exhibit 10.2 to Motorola Inc's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010 (File No. 1-27221)).
|
10.17
|
|
Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers from August 1, 2009 to May 4, 2010 (incorporated by reference to Exhibit 10.2 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
|
10.18
|
|
Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers from January 1, 2009 to July 31, 2009 (incorporated by reference to Exhibit No. 10.4 to Motorola, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221)).
|
10.19
|
|
Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers from May 6, 2008 to January 1, 2009 (incorporated by reference to Exhibit 10.55 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
|
10.20
|
|
Form of Motorola, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from February 27, 2007 to May 5, 2008 (incorporated by reference to Exhibit 10.3 to Motorola, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221)).
|
10.21
|
|
Motorola Solutions, Inc. Amended Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options and Addendum A Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Stock Appreciation Rights, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for a grant on February 22, 2011 to Gregory Q. Brown. (incorporated by reference to Motorola Solutions' Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011 (File No. 1-27221)).
|
10.22
|
|
Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grant on February 1, 2011 pursuant to the terms of the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.24 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2010 ( File No. 1-34805)).
|
10.23
|
|
Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.25 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2010 ( File No. 1-34805)).
|
10.24
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Omnibus Incentive Plan of 2006 for grants from May 7, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.13 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.25
|
|
Form of Motorola Solutions Stock Option Consideration Agreement for Gregory Q. Brown for grants on or after January 4, 2011 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.27 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2010)( File No. 1-34805)).
|
10.26
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from May 7, 2009 to January 3, 2011 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.14 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.27
|
|
Motorola, Inc. Award Document for the Motorola Solutions Omnibus Incentive Plan of 2006, Terms and Conditions Related to Employee Nonqualified Stock Options granted to Gregory Q. Brown on January 31, 2008 (Market-based vesting) (incorporated by reference to Exhibit 10.9 to Motorola, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
|
10.28
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from January 31, 2008 to May 6, 2009 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.10 to Motorola, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
|
10.29
|
|
Form of Motorola Solutions, Inc. Restricted Stock Award Agreement for Gregory Q. Brown under the Motorola Solutions Omnibus Incentive Plan of 2006 for grant on February 1, 2011 pursuant to the terms of the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.31 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-34805)).
|
10.30
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown under the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.32 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2010 ( File No. 1-34805)).
|
10.31
|
|
Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown relating to the Motorola Omnibus Incentive Plan of 2006, for grants from May 7, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.15 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.32
|
|
Form of Motorola, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown relating to the Motorola Omnibus Incentive Plan of 2006 for grants from January 31, 2008 to May 7, 2009 (incorporated by reference to Exhibit No. 10.11 to Motorola, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
|
10.33
|
|
Amendment approved on November 10, 2009 to the form of Motorola, Inc. Restricted Stock Unit Award Agreements described herein as Exhibits 10.19, 10.20 and 10.32 (incorporated by reference to Exhibit 10.17 to Motorola, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 1-7221)).
|
10.34
|
|
Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006, for acquisitions on or after January 1, 2012 (incorporated by reference to Exhibit 10.37 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-34805)).
|
10.35
|
|
Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006, for acquisitions on or after January 4, 2011 (incorporated by reference to Exhibit 10.37 to Motorola Solutions' Annual Report on
Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-34805)).
|
10.36
|
|
Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan, for acquisitions from February 11, 2007 to January 3, 2011 (incorporated by reference to Exhibit 10.8 to Motorola, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221)).
|
10.37
|
|
Form of Motorola Solutions Deferred Stock Units Award between Motorola Solutions, Inc. and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants on or after January 1, 2012 (incorporated by reference to Exhibit 10.40 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-34805)).
|
10.38
|
|
Form of Motorola Solutions Deferred Stock Units Award between Motorola Solutions, Inc. and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.39 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-34805)).
|
10.39
|
|
Form of Deferred Stock Units Award between Motorola, Inc. and its non-employee directors under the Motorola Omnibus Incentive Plan of 2006 or any successor plan for grants from February 11, 2007 to January 3, 2011(incorporated by reference to Exhibit 10.9 to Motorola, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-27221)).
|
10.40
|
|
Motorola Omnibus Incentive Plan of 2003, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.6 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.41
|
|
Motorola Omnibus Incentive Plan of 2002, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.7 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.42
|
|
Motorola Omnibus Incentive Plan of 2000, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.8 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.43
|
|
Motorola Compensation/Acquisition Plan of 2000, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.10 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.44
|
|
Motorola Amended and Restated Incentive Plan of 1998, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.9 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.45
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Non-Employee Director Nonqualified Stock Options relating to the Motorola Omnibus Incentive Plan of 2002 (incorporated by reference to Exhibit 10.2 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2002 (File No. 1-7221)).
|
10.46
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options, relating to the Motorola Omnibus Incentive Plan of 2003, the Motorola Omnibus Incentive Plan of 2002, the Motorola Omnibus Incentive Plan of 2000, the Motorola Amended and Restated Incentive Plan of 1998 and the Motorola Compensation/Acquisition Plan of 2000 for grants on or after May 2, 2005 (incorporated by reference to Exhibit 10.46 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2005 (File No. 1-7221)).
|
10.47
|
|
Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2003 or any successor plan, for acquisitions from January 1, 2006 to February 11, 2007 (incorporated by reference to Exhibit No. 10.25 to Motorola, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 1-7221)).
|
10.48
|
|
Motorola Non-Employee Directors Stock Plan, as amended and restated on May 6, 2003 (incorporated by reference to Exhibit 10.20 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2003 (File No. 1-7221)).
|
10.49
|
|
Motorola Solutions Annual Incentive Plan, as Amended and Restated January 26, 2012 (incorporated by reference to Exhibit 10.52 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-34805)).
|
*10.50
|
|
Motorola Solutions Executive Officer Short Term Incentive Plan (effective January 1, 2013).
|
*10.51
|
|
Motorola Solutions Executive Officer Short Term Incentive Plan Term Sheet.
|
10.52
|
|
Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated January 26, 2012(incorporated by reference to Exhibit 10.53 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-34805)).
|
10.53
|
|
2012-2014 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated January 26, 2012(incorporated by reference to Exhibit 10.54 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-34805)).
|
10.54
|
|
2011-2013 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP) (incorporated by reference to Exhibit 10.3 to Motorola Solutions' Current Report on Form 8-K Report filed on March 17, 2011 (File No. 1-7221)).
|
10.55
|
|
Motorola Long Range Incentive Plan (LRIP) of 2009 (as amended and restated as of July 26, 2010) (incorporated by reference to Exhibit 10.1 to Motorola, Inc.'s Current Report on Form 8-K filed on July 30, 2010 (File No. 1-7221)).
|
10.56
|
|
Motorola Elected Officers Supplementary Retirement Plan, as amended through May 8, 2007 (incorporated by reference to Exhibit No. 10.29 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 (File No. 1-7221)).
|
10.57
|
|
First Amendment to the Motorola Elected Officers Supplementary Retirement Plan, adopted December 15, 2008 (incorporated by reference to Exhibit 10.1 to Motorola, Inc.'s Current Report on Form 8-K filed on December 17, 2008 (File No. 1-7221)).
|
10.58
|
|
Motorola Solutions Management Deferred Compensation Plan, as amended and restated effective as of December 1, 2010, as amended January 4, 2011 (incorporated by reference to Exhibit 10.57 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2010
(File No. 1-34805)).
|
*10.59
|
|
Motorola Solutions, Inc. 2011 Senior Officer Change in Control Severance Plan, as amended and restated January 17, 2013.
|
10.60
|
|
Motorola Solutions, Inc. Legacy Senior Officer Amended and Restated Change in Control Severance Plan (incorporated by reference to Exhibit No. 10.2 to Motorola Solutions Current Report on Form 8-K filed on January 31, 2011 (File No. 1-7221)).
|
*10.61
|
|
Amendment No. 1 to the Motorola Solutions, Inc. Legacy Senior Officer Amended and Restated Change in Control Severance Plan.
|
*10.62
|
|
Motorola Solutions, Inc. 2011 Executive Severance Plan, as amended and restated January 16, 2013
(File No. 1-34805)).
|
10.63
|
|
Motorola Solutions, Inc. Legacy Amended and Restated Executive Severance Plan (incorporated by reference to Exhibit 10.61 to Motorola Solutions' Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
|
*10.64
|
|
Amendment No. 1 to the Motorola Solutions, Inc. Legacy Amended and Restated Executive Severance Plan.
|
10.65
|
|
Arrangement for directors' fees and retirement plan for non-employee directors (description incorporated by reference from the information under the captions “How Are the Directors Compensated” and “Director Retirement Plan and Insurance Coverage” of Motorola Solutions' Proxy Statement for the Annual Meeting of Stockholders to be held on May 6, 2013 (“Motorola Solutions' Proxy Statement”)).
|
*10.66
|
|
Description of Insurance covering non-employee directors and their spouses (including a description incorporated by reference from the information under the caption “Director Retirement Plan and Insurance Coverage” of the Motorola Solutions' Proxy Statement.
|
10.67
|
|
Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.'s Current Report on Form 8-K filed on August 29, 2008 (File No. 1-7221)).
|
10.68
|
|
Amendment made on December 15, 2008 to the Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit No. 10.50 to Motorola, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008
(File No. 1-7221)).
|
10.69
|
|
Second Amendment, dated May 28, 2010, to the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.'s Current Report on Form 8-K filed on May 28, 2010 (File No. 1-7221)).
|
10.70
|
|
Aircraft Time Sharing Agreement dated May 4, 2009, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.11 to Motorola, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
10.71
|
|
Revolving Credit Agreement dated as of January 4, 2011 among Motorola Solutions, JP Morgan Chase Bank, N.A., as administrative agent, and the several lenders and agents party thereto (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
|
*12
|
|
Statement regarding Computation of Ratio of Earnings to Fixed Charges.
|
*21
|
|
Subsidiaries of Motorola Solutions, Inc.
|
23
|
|
Consent of Independent Registered Public Accounting Firm, see page 98 of the Annual Report on Form 10-K of which this Exhibit Index is a part.
|
*31.1
|
|
Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*31.2
|
|
Certification of Edward J. Fitzpatrick 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 Edward J. Fitzpatrick 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
|
**
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
•
|
Be a full-time Employee of Motorola Solutions in a capacity as Executive Officer during any portion of a Plan year;
|
•
|
Not be a participant in any other annual or periodic incentive or bonus plan (
e.g.,
sales incentive plans, etc.); and
|
•
|
Meet one of the following conditions:
|
▪
|
The Employee is active on a Company payroll as of the end of the Plan Year;
|
▪
|
The Employee is on a Leave of Absence as of the end of the Plan Year;
|
▪
|
The Employee Retired from the Company during the Plan Year while actively employed or while on a Leave of Absence;
|
▪
|
The Employee died during the Plan Year while actively employed by the Company or while on a Leave of Absence
|
▪
|
The Employee separated from the Company during the Plan Year due to Total and Permanent Disability while actively employed or while on Leave of Absence; or
|
▪
|
The Employee separated from the Company during the Plan Year under certain circumstances in connection with a Change in Control, Divestiture, reduction in force or restructuring, which circumstances are described in the “Administration” section below.
|
Award
|
=
|
Eligible Earnings
|
x
|
Target Award Percentage
|
x
|
Business Performance Factor
|
x
|
Individual Performance Factor
|
•
|
Performance Measures
– the specific financial and/or non-financial measures that will be used to determine the Business Performance Factors for that year, and the relative weighting of each measure.
|
•
|
Payout Scales
– the specific performance minimums, targets and maximums for each Performance Measure, and the corresponding payout percentage for each level of business performance for Motorola Solutions and/or any business unit, as appropriate.
|
•
|
All earned awards will be paid in cash. Payment will be made as soon as administratively practical during the calendar year immediately following the close of a Plan Year (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 all or a portion of the Participant’s award, in which case such payment, if any, shall be made in accordance with such election).
|
•
|
A Participant shall have no right to an award until that award is paid.
|
•
|
Awards are subject to all applicable withholding taxes and other required deductions.
|
•
|
The Plan will not be available to Employees who are subject to the laws of any jurisdiction which prohibits any provisions of this Plan or in which tax or other business considerations make participation impracticable in the judgment of the Compensation Committee.
|
•
|
This Plan does not constitute a guarantee of employment nor does it restrict the Company’s rights to terminate employment at any time or for any reason.
|
•
|
The Plan and any individual award is offered as a gratuitous award at the sole discretion of the Company. The Plan does not create vested rights of any nature nor does it constitute a contract of employment or a contract of any other kind. The Plan does not create any customary concession or privilege to which there is any entitlement from year-to-year, except to the extent required under applicable law. Nothing in the Plan entitles an Employee to any remuneration or benefits not set forth in the Plan nor does it restrict the Company’s rights to increase or decrease the compensation of any Employee, except as otherwise required under applicable law.
|
•
|
Except as explicitly provided by law, the awards shall not become a part of any employment condition, regular salary, remuneration package, contract or agreement, but shall remain gratuitous in all respects. Awards are not to be taken into account for determining overtime pay, severance pay, termination pay, pay in lieu of notice or any other form of pay or compensation.
|
•
|
Except as explicitly provided by law, this Plan is provided at the Company’s sole discretion and the Compensation Committee may modify or terminate it at any time, prospectively or retroactively, without notice or obligation for any reason. In addition, there is no obligation to extend the Plan or establish a replacement plan in subsequent years.
|
•
|
All awards to Participants who 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”), shall be subject to the terms of 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 such Participants 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 such Participant. 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.
|
•
|
The Plan shall not be funded in any way. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of awards. To the extent any person acquires a right to receive payment under the Plan, such right will be no greater than the right of an unsecured general creditor of the Company.
|
•
|
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.
|
•
|
The Compensation Committee has the overall responsibility for administering and amending this Plan, subject to the following:
|
•
|
The Compensation Committee will approve at the close of the Plan Year the final Business Performance Factors and the aggregate dollar payout amount, following a review of the underlying calculations, including any recommended adjustments to the performance measures made during the course of, or with respect to, the Plan Year.
|
•
|
The Compensation Committee, in its discretion, can for good reason modify the Business Performance Factors and can include or exclude individual items from the calculation of the Business Performance Factors.
|
•
|
The Compensation Committee may delegate ministerial duties under the Plan to such of the Company’s officers as it so determines. .
|
•
|
Any claims for payment under the Plan or any other matter relating to the Plan must be presented in writing to the Compensation Committee within 60 days after the event that is the subject of the claim. The Compensation Committee will then provide a response within 60 days of receiving the claim (or within 120 days if special circumstances require an extension of time and written notice was provided to the Employee before the expiration of the initial 60 day period), which shall be final and binding.
|
•
|
Because
retention is an important objective of this Plan and awards do not bear a precise relationship to time worked within the Plan Year or length of service with the Company, the following will apply to Participants who separate from employment (payroll) prior to the end of the Plan Year. All pro rata awards outlined below shall be based on the Participant’s Eligible Earnings for time actively worked in the Plan Year, their applicable Target Award Percentage and the applicable Business Performance Factor approved by the Compensation Committee after the Plan Year. Pro rata payouts will be made at the same time as payouts are issued to all other Plan participants.
|
•
|
If the reason for separation is Total and Permanent Disability, death or Retirement, whether or not the
Participant
is then on a Leave
of
Absence, the
Participant
shall be eligible for a pro rata award.
Any such award payable on behalf of a deceased Participant shall be paid to the decedent’s estate.
|
•
|
If the reason for separation is due to a Divestiture, then the Compensation Committee, in its discretion, shall determine if the Participant is eligible for an award, if any.
|
•
|
If the reason for Separation is Serious Misconduct, such Employee shall not receive any award under this Plan.
|
•
|
If the reason for separation is in connection with a Change in Control, the applicable Change in Control Severance Plan(s) (or in the case of the CEO, the applicable employment agreement) shall determine the Participant’s entitlement to an award, if any, for the Plan Year in which the Participant is terminated or for any prior Plan Year.
|
•
|
For any other
Participant
who separates from employment prior to the end of the Plan Year, such Employee shall not receive any award under this Plan
.
|
•
|
A Participant on any type of Leave of Absence shall not be considered to be actively working during the Leave of Absence for purposes of this Plan.
|
•
|
Awards for transferred, promoted or demoted Participants will be calculated using (i) the Individual Performance Factor assigned at the end of the Plan Year and (ii) the Target Award Percentages and Business Performance Factors prorated for the portions of the Plan Year the Participant was assigned different Target Award Percentages or was in different business units during the Plan Year.
|
•
|
Any independent contractor, consultant or individual performing services for the Company who has entered into an independent contractor or consultant agreement;
|
•
|
Any individual performing services under an independent contractor or consultant agreement, a purchase order, a supplier agreement or any other agreement that the Company enters into for services;
|
•
|
Any person classified by the Company as a temporary or contract labor (such as black badges, brown badges, contractors, contract employees, job shoppers) regardless of the length of service; and
|
•
|
Any “leased employee” as defined in Section 414(n) of the U.S. Internal Revenue Code of 1986, as amended.
|
Design Feature
|
2013 Executive Officer Short Term Incentive Plan
|
Plan Year
|
January 1, 2013 through December 31, 2013.
|
Performance Measures
|
Operating Earnings
: Calculated according to GAAP, excluding the following items:
•
Earnings from Discontinued Operations as reported externally
•
Highlighted Items as reported externally, such as reorganization of business charges, asset impairments, extraordinary, unusual and/or non-recurring items of gain or loss
•
Stock-Based Compensation expense
•
Intangible Assets Amortization expense
Free Cash Flow
: Operating Cash Flow calculated according to GAAP less capital expenditures
At the end of the Plan Year, the Compensation Committee may exercise its discretion in determining applicable Business Performance Factors, as provided in the Plan.
|
Individual Performance Factors
|
Shall range from 0x to 1.4x.
|
1.
|
Paragraph 4.2(a)(v) of the Plan is hereby amended by inserting the words “Amended and Restated” after the word “Legacy” in the title of the “Motorola Solutions, Inc. Legacy Executive Severance Plan” referenced therein.
|
2.
|
Paragraph 4.2(a)(vi) of the Plan is hereby amended by restating the first sentence of the paragraph through the (“AIP Plan”) parenthetical as follows: “if the Participant participates in the Motorola Solutions Annual Incentive Plan or the Motorola Solutions Executive Officer Short Term Incentive Plan, each as amended or restated from time to time, or any successor plan or plans thereto (“AIP Plan”)”.
|
·
|
either accept or deny the claim completely or partially; and
|
·
|
notify the employee or vice president of acceptance or denial of the claim.
|
·
|
If the claim is completely or partially denied, the Plan Administrator will furnish a written notice to the employee or vice president containing the following information:
|
·
|
specific reasons for the denial;
|
·
|
specific references to the 2011 ESP provisions on which any denial is based;
|
·
|
a description of any additional material or information that the employee or vice president must provide in order to support the claim and an explanation of why it is required; and
|
·
|
an explanation of the 2011 ESP’s appeal procedures and the applicable time limits, including a statement of the right to bring a civil action under Section 502(a) of ERISA following an adverse determination on appeal.
|
·
|
request an appeal by written request to the Vice President for Global Rewards not later than sixty (60) days after receipt of notice from the Plan Administrator denying the claim;
|
·
|
upon request and free of charge, have reasonable access to, and copies of, all documents, records, and other information relevant to the claim; and
|
·
|
submit issues and comments regarding the claim in writing, along with documents, records and other information, to the Vice President for Global Rewards.
|
|
Severance Pay and Benefits
|
|||
Level/Salary Grade
|
Severance Allowance
|
Alternate AIP Award—AIP Participants
|
Alternate SIP Award—SIP Participants
|
Welfare Plan Benefits; Outplacement; Financial Planning Services
|
Appointed Vice President and/or Salary Grade EXB
|
9 months of Base Salary (“Severance Allowance”)
|
The Alternate AIP Award as provided in Section 3(c)
|
The Alternate SIP Award as provided in Section 3(d)
|
(a) 9 months of Medical Plan coverage at the active employee premium rate, offset against the COBRA amount as provided in Section 3(g); and (b) up to 12 months outplacement services as provided in Section 3(h). Financial planning services as provided in Section 3(j).
|
|
|
|
|
|
Elected Officers and/or Salary Grades EXC, EXS and EXV
|
12 months of Base Salary (“Severance Allowance”)
|
The Alternate AIP Award as provided in Section 3(c)
|
The Alternate SIP Award as provided in Section 3(d)
|
(a) 12 months of Medical Plan coverage at the active employee premium rate, offset against the COBRA amount as provided in Section 3(g); and (b) up to 12 months outplacement services as provided in Section 3(h). Financial planning services as provided in Section 3(j).
|
1.
|
Paragraph 3(c) of the Plan is hereby amended by inserting the following immediately preceding the (“AIP Plan”) parenthetical: “ or the Motorola Solutions Executive Officer Short Term Incentive Plan, each as amended or restated from time to time, or any successor plan or plans thereto”.
|
2.
|
Paragraph 3(c) of the Plan is hereby further amended by inserting the phrase “, as applicable,” immediately preceding the phrase “with an individual performance factor of 1.0”.
|
MOTOROLA SOLUTIONS, INC.
|
|
|
LISTING OF MAJOR SUBSIDIARIES
|
|
|
12/31/2012
|
|
|
|
|
|
EXHIBIT 21
|
||
Symbol Technologies, Inc.
|
|
US
|
Motorola Solutions Malaysia Sdn Bhd
|
|
Malaysia
|
1.
|
I have reviewed this annual report on Form 10-K of Motorola Solutions, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ GREGORY Q. BROWN
|
|
Gregory Q. Brown
Chairman and Chief Executive Officer
Motorola Solutions, Inc.
|
1.
|
I have reviewed this annual report on Form 10-K of Motorola Solutions, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ EDWARD J. FITZPATRICK
|
|
Edward J. Fitzpatrick
Executive Vice President and
Chief Financial Officer
Motorola Solutions, Inc.
|
(1)
|
the annual report on Form 10-K for the period ended
December 31, 2012
(the “Annual Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
(2)
|
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
|
|
/s/ GREGORY Q. BROWN
|
|
Gregory Q. Brown
Chairman and Chief Executive Officer
Motorola Solutions, Inc.
|
(1)
|
the annual report on Form 10-K for the period ended
December 31, 2012
(the “Annual Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
(2)
|
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
|
|
/s/ EDWARD J. FITZPATRICK
|
|
Edward J. Fitzpatrick
Executive Vice President and
Chief Financial Officer
Motorola Solutions, Inc.
|