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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
(State of Incorporation)
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36-1115800
(I.R.S. Employer Identification No.)
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1303 E. Algonquin Road,
Schaumburg, Illinois
(Address of principal executive offices)
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60196
(Zip Code)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Class
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Number of Shares
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Common Stock; $.01 Par Value
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265,854,476
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Page
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Item 1 Financial Statements
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the
Three and Six Months Ended June 29, 2013 and June 30, 2012
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Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) for the
Six Months Ended June 29, 2013
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Item 4
Mine Safety Disclosures
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Three Months Ended
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Six Months Ended
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||||||||||||
(In millions, except per share amounts)
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June 29, 2013
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June 30, 2012
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June 29, 2013
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June 30, 2012
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||||||||
Net sales from products
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$
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1,479
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$
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1,563
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$
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2,860
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$
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3,007
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Net sales from services
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628
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|
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585
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1,220
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1,097
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||||
Net sales
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2,107
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|
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2,148
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4,080
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4,104
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||||
Costs of product sales
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695
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712
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1,346
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|
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1,370
|
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||||
Costs of service sales
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383
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376
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|
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750
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701
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||||
Costs of sales
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1,078
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1,088
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2,096
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|
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2,071
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||||
Gross margin
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1,029
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1,060
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1,984
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2,033
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||||
Selling, general and administrative expenses
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470
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|
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496
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|
|
930
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|
|
968
|
|
||||
Research and development expenditures
|
268
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|
|
269
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|
|
530
|
|
|
523
|
|
||||
Other charges
|
25
|
|
|
17
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|
|
42
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|
|
32
|
|
||||
Operating earnings
|
266
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|
|
278
|
|
|
482
|
|
|
510
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||||
Other income (expense):
|
|
|
|
|
|
|
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||||||||
Interest expense, net
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(32
|
)
|
|
(16
|
)
|
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(57
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)
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(30
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)
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||||
Gains on sales of investments and businesses, net
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—
|
|
|
3
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|
|
7
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|
|
20
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|
||||
Other
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(10
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)
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(25
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)
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(3
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)
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(16
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)
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||||
Total other expense
|
(42
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)
|
|
(38
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)
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(53
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)
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(26
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)
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||||
Earnings from continuing operations before income taxes
|
224
|
|
|
240
|
|
|
429
|
|
|
484
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||||
Income tax expense (benefit)
|
(38
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)
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63
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|
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(25
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)
|
|
148
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|
||||
Earnings from continuing operations
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262
|
|
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177
|
|
|
454
|
|
|
336
|
|
||||
Earnings from discontinued operations, net of tax
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—
|
|
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5
|
|
|
—
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|
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3
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|
||||
Net earnings
|
262
|
|
|
182
|
|
|
454
|
|
|
339
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|
||||
Less: Earnings attributable to noncontrolling interests
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4
|
|
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—
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|
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4
|
|
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—
|
|
||||
Net earnings attributable to Motorola Solutions, Inc.
|
258
|
|
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182
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$
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450
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$
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339
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|
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Amounts attributable to Motorola Solutions, Inc. common stockholders:
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|
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|
|
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||||||||
Earnings from continuing operations, net of tax
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$
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258
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$
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177
|
|
|
$
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450
|
|
|
$
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336
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Earnings from discontinued operations, net of tax
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—
|
|
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5
|
|
|
—
|
|
|
3
|
|
||||
Net earnings
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$
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258
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$
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182
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|
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$
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450
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$
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339
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Earnings per common share:
|
|
|
|
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||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
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$
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0.96
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|
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$
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0.61
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|
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$
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1.66
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|
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$
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1.11
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Discontinued operations
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—
|
|
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0.02
|
|
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—
|
|
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0.01
|
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||||
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$
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0.96
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|
|
$
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0.63
|
|
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$
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1.66
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|
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$
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1.12
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Diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
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$
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0.94
|
|
|
$
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0.60
|
|
|
$
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1.62
|
|
|
$
|
1.09
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|
Discontinued operations
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—
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
||||
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$
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0.94
|
|
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$
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0.61
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$
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1.62
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|
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$
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1.10
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Weighted average common shares outstanding:
|
|
|
|
|
|
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||||||||
Basic
|
269.5
|
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290.6
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271.9
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|
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302.1
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|
||||
Diluted
|
274.7
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296.1
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277.7
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308.1
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|
||||
Dividends declared per share
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$
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0.26
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0.22
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$
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0.52
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0.44
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Three Months ended
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||||||
(In millions)
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June 29, 2013
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|
June 30, 2012
|
||||
Net earnings
|
$
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262
|
|
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$
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182
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Other comprehensive income (loss):
|
|
|
|
||||
Amortization of retirement benefit adjustments, net of tax of $10 and $25
|
16
|
|
|
46
|
|
||
Foreign currency translation adjustment, net of tax of $(5) and $(6)
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(5
|
)
|
|
(18
|
)
|
||
Net loss on derivative hedging instruments, net of tax of $0 and $0
|
—
|
|
|
(2
|
)
|
||
Net unrealized gain (loss) on securities, net of tax of $0 and $6
|
(1
|
)
|
|
8
|
|
||
Total other comprehensive income
|
10
|
|
|
34
|
|
||
Comprehensive income
|
272
|
|
|
216
|
|
||
Less: Earnings attributable to noncontrolling interest
|
4
|
|
|
—
|
|
||
Comprehensive income attributable to Motorola Solutions, Inc. common shareholders
|
$
|
268
|
|
|
$
|
216
|
|
|
Six Months Ended
|
||||||
(In millions)
|
June 29, 2013
|
|
June 30, 2012
|
||||
Net earnings
|
$
|
454
|
|
|
$
|
339
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Amortization of retirement benefit adjustments, net of tax of $19 and $51
|
35
|
|
|
95
|
|
||
Foreign currency translation adjustment, net of tax of $(6) and $(10)
|
(42
|
)
|
|
(22
|
)
|
||
Net gain (loss) on derivative hedging instruments, net of tax of $0 and $0
|
(1
|
)
|
|
2
|
|
||
Net unrealized gain (loss) on securities, net of tax of $0 and $6
|
(1
|
)
|
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8
|
|
||
Total other comprehensive income (loss)
|
(9
|
)
|
|
83
|
|
||
Comprehensive income
|
445
|
|
|
422
|
|
||
Less: Earnings attributable to noncontrolling interest
|
4
|
|
|
—
|
|
||
Comprehensive income attributable to Motorola Solutions, Inc. common shareholders
|
$
|
441
|
|
|
$
|
422
|
|
(In millions, except par value amounts)
|
June 29, 2013
|
|
December 31, 2012
|
||||
ASSETS
|
|||||||
Cash and cash equivalents
|
$
|
1,457
|
|
|
$
|
1,468
|
|
Sigma Fund and short-term investments
|
1,759
|
|
|
2,135
|
|
||
Accounts receivable, net
|
1,707
|
|
|
1,881
|
|
||
Inventories, net
|
498
|
|
|
513
|
|
||
Deferred income taxes
|
641
|
|
|
604
|
|
||
Other current assets
|
779
|
|
|
800
|
|
||
Total current assets
|
6,841
|
|
|
7,401
|
|
||
Property, plant and equipment, net
|
830
|
|
|
839
|
|
||
Investments
|
142
|
|
|
144
|
|
||
Deferred income taxes
|
2,530
|
|
|
2,416
|
|
||
Goodwill
|
1,502
|
|
|
1,510
|
|
||
Other assets
|
315
|
|
|
369
|
|
||
Total assets
|
$
|
12,160
|
|
|
$
|
12,679
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current portion of long-term debt
|
$
|
4
|
|
|
$
|
4
|
|
Accounts payable
|
597
|
|
|
705
|
|
||
Accrued liabilities
|
2,193
|
|
|
2,626
|
|
||
Total current liabilities
|
2,794
|
|
|
3,335
|
|
||
Long-term debt
|
2,452
|
|
|
1,859
|
|
||
Other liabilities
|
4,095
|
|
|
4,195
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $100 par value
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value:
|
3
|
|
|
3
|
|
||
Authorized shares: 600.0
|
|
|
|
||||
Issued shares: 6/29/13—267.4; 12/31/12—277.3
|
|
|
|
||||
Outstanding shares: 6/29/13—265.9; 12/31/12—276.1
|
|
|
|
||||
Additional paid-in capital
|
4,162
|
|
|
4,937
|
|
||
Retained earnings
|
1,935
|
|
|
1,625
|
|
||
Accumulated other comprehensive loss
|
(3,309
|
)
|
|
(3,300
|
)
|
||
Total Motorola Solutions, Inc. stockholders’ equity
|
2,791
|
|
|
3,265
|
|
||
Noncontrolling interests
|
28
|
|
|
25
|
|
||
Total stockholders’ equity
|
2,819
|
|
|
3,290
|
|
||
Total liabilities and stockholders’ equity
|
$
|
12,160
|
|
|
$
|
12,679
|
|
(In millions)
|
Shares
|
|
Common
Stock and
Additional
Paid-in
Capital
|
|
Accumulated Other Comprehensive Income (Loss), Net of Tax
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|||||||||
Balance at December 31, 2012
|
277.3
|
|
|
$
|
4,940
|
|
|
$
|
(3,300
|
)
|
|
$
|
1,625
|
|
|
$
|
25
|
|
Net earnings
|
|
|
|
|
|
|
|
450
|
|
|
4
|
|
||||||
Net unrealized loss on securities, net of tax of $0
|
|
|
|
|
(1
|
)
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax of $(6)
|
|
|
|
|
(42
|
)
|
|
|
|
|
||||||||
Amortization of retirement benefit adjustments, net of tax of $19
|
|
|
|
|
35
|
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
5.5
|
|
|
38
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(15.4
|
)
|
|
(907
|
)
|
|
|
|
|
|
|
|||||||
Excess tax benefit from share-based compensation
|
|
|
18
|
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
|
|
|
79
|
|
|
|
|
|
|
|
||||||||
Net loss on derivative hedging instruments, net of tax of $0
|
|
|
|
|
(1
|
)
|
|
|
|
|
||||||||
Acquisition of noncontrolling interest
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
(1
|
)
|
|||||
Dividends declared
|
|
|
|
|
|
|
|
(140
|
)
|
|
|
|||||||
Balance at June 29, 2013
|
267.4
|
|
|
$
|
4,165
|
|
|
$
|
(3,309
|
)
|
|
$
|
1,935
|
|
|
$
|
28
|
|
|
Six Months Ended
|
||||||
(In millions)
|
June 29, 2013
|
|
June 30, 2012
|
||||
Operating
|
|
|
|
||||
Net earnings attributable to Motorola Solutions, Inc.
|
$
|
450
|
|
|
$
|
339
|
|
Earnings attributable to noncontrolling interests
|
4
|
|
|
—
|
|
||
Net earnings
|
454
|
|
|
339
|
|
||
Earnings from discontinued operations, net of tax
|
—
|
|
|
3
|
|
||
Earnings from continuing operations
|
454
|
|
|
336
|
|
||
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
109
|
|
|
106
|
|
||
Non-cash other income
|
(5
|
)
|
|
(1
|
)
|
||
Share-based compensation expense
|
79
|
|
|
95
|
|
||
Gains on sales of investments and businesses, net
|
(7
|
)
|
|
(20
|
)
|
||
Loss from the extinguishment of long-term debt
|
—
|
|
|
6
|
|
||
Deferred income taxes
|
(154
|
)
|
|
93
|
|
||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable
|
132
|
|
|
262
|
|
||
Inventories
|
11
|
|
|
(8
|
)
|
||
Other current assets
|
—
|
|
|
(77
|
)
|
||
Accounts payable and accrued liabilities
|
(575
|
)
|
|
(383
|
)
|
||
Other assets and liabilities
|
7
|
|
|
(87
|
)
|
||
Net cash provided by operating activities from continuing operations
|
51
|
|
|
322
|
|
||
Investing
|
|
|
|
||||
Acquisitions and investments, net
|
(15
|
)
|
|
68
|
|
||
Proceeds from (used for) sales of investments and businesses, net
|
21
|
|
|
(67
|
)
|
||
Capital expenditures
|
(89
|
)
|
|
(101
|
)
|
||
Proceeds from sales of property, plant and equipment
|
15
|
|
|
9
|
|
||
Proceeds from sales of Sigma Fund and short term investments, net
|
376
|
|
|
1,277
|
|
||
Net cash provided by investing activities from continuing operations
|
308
|
|
|
1,186
|
|
||
Financing
|
|
|
|
||||
Repayment of debt
|
(2
|
)
|
|
(411
|
)
|
||
Net proceeds from issuance of debt
|
593
|
|
|
747
|
|
||
Contribution to Motorola Mobility
|
—
|
|
|
(73
|
)
|
||
Issuance of common stock
|
100
|
|
|
63
|
|
||
Purchase of common stock
|
(907
|
)
|
|
(1,804
|
)
|
||
Excess tax benefits from share-based compensation
|
18
|
|
|
17
|
|
||
Payments of dividends
|
(143
|
)
|
|
(134
|
)
|
||
Distribution to discontinued operations
|
—
|
|
|
(11
|
)
|
||
Net cash used for financing activities from continuing operations
|
(341
|
)
|
|
(1,606
|
)
|
||
Discontinued Operations
|
|
|
|
||||
Net cash provided by operating activities from discontinued operations
|
—
|
|
|
2
|
|
||
Net cash provided by financing activities from discontinued operations
|
—
|
|
|
11
|
|
||
Effect of exchange rate changes on cash and cash equivalents from discontinued operations
|
—
|
|
|
(13
|
)
|
||
Net cash provided by (used for) discontinued operations
|
—
|
|
|
—
|
|
||
Effect of exchange rate changes on cash and cash equivalents from continuing operations
|
(29
|
)
|
|
(11
|
)
|
||
Net decrease in cash and cash equivalents
|
(11
|
)
|
|
(109
|
)
|
||
Cash and cash equivalents, beginning of period
|
1,468
|
|
|
1,881
|
|
||
Cash and cash equivalents, end of period
|
$
|
1,457
|
|
|
$
|
1,772
|
|
Supplemental Cash Flow Information
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest, net
|
$
|
58
|
|
|
$
|
54
|
|
Income and withholding taxes, net of refunds
|
68
|
|
|
91
|
|
1.
|
Basis of Presentation
|
2.
|
Discontinued Operations
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
June 30, 2012
|
|
June 30, 2012
|
||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
Operating earnings
|
10
|
|
|
11
|
|
||
Loss on sales of investments and businesses, net
|
—
|
|
|
(7
|
)
|
||
Earnings before income taxes
|
10
|
|
|
8
|
|
||
Income tax expense
|
5
|
|
|
5
|
|
||
Earnings from discontinued operations, net of tax
|
5
|
|
|
3
|
|
3.
|
Other Financial Data
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2013 |
|
June 30,
2012 |
|
June 29,
2013 |
|
June 30,
2012 |
||||||||
Other charges:
|
|
|
|
|
|
|
|
||||||||
Amortization of intangible assets
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
12
|
|
|
$
|
12
|
|
Reorganization of business charges
|
19
|
|
|
11
|
|
|
30
|
|
|
20
|
|
||||
|
$
|
25
|
|
|
$
|
17
|
|
|
$
|
42
|
|
|
$
|
32
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2013 |
|
June 30,
2012 |
|
June 29,
2013 |
|
June 30,
2012 |
||||||||
Interest income (expense), net:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
(38
|
)
|
|
$
|
(25
|
)
|
|
$
|
(68
|
)
|
|
$
|
(50
|
)
|
Interest income
|
6
|
|
|
9
|
|
|
11
|
|
|
20
|
|
||||
|
$
|
(32
|
)
|
|
$
|
(16
|
)
|
|
$
|
(57
|
)
|
|
$
|
(30
|
)
|
Other:
|
|
|
|
|
|
|
|
||||||||
Loss from the extinguishment of long-term debt
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
Investment impairments
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
||||
Foreign currency loss
|
(8
|
)
|
|
(21
|
)
|
|
(4
|
)
|
|
(11
|
)
|
||||
Other
|
2
|
|
|
2
|
|
|
5
|
|
|
3
|
|
||||
|
$
|
(10
|
)
|
|
$
|
(25
|
)
|
|
$
|
(3
|
)
|
|
$
|
(16
|
)
|
|
Amounts attributable to Motorola Solutions, Inc.
common stockholders
|
||||||||||||||
|
Earnings from
Continuing Operations
|
|
Net Earnings
|
||||||||||||
Three Months Ended
|
June 29,
2013 |
|
June 30,
2012 |
|
June 29,
2013 |
|
June 30,
2012 |
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Earnings
|
$
|
258
|
|
|
$
|
177
|
|
|
$
|
258
|
|
|
$
|
182
|
|
Weighted average common shares outstanding
|
269.5
|
|
|
290.6
|
|
|
269.5
|
|
|
290.6
|
|
||||
Per share amount
|
$
|
0.96
|
|
|
$
|
0.61
|
|
|
$
|
0.96
|
|
|
$
|
0.63
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Earnings
|
$
|
258
|
|
|
$
|
177
|
|
|
$
|
258
|
|
|
$
|
182
|
|
Weighted average common shares outstanding
|
269.5
|
|
|
290.6
|
|
|
269.5
|
|
|
290.6
|
|
||||
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Share-based awards
|
5.2
|
|
|
5.5
|
|
|
5.2
|
|
|
5.5
|
|
||||
Diluted weighted average common shares outstanding
|
274.7
|
|
|
296.1
|
|
|
274.7
|
|
|
296.1
|
|
||||
Per share amount
|
$
|
0.94
|
|
|
$
|
0.60
|
|
|
$
|
0.94
|
|
|
$
|
0.61
|
|
|
Amounts attributable to Motorola Solutions, Inc.
common stockholders
|
||||||||||||||
|
Earnings from
Continuing Operations
|
|
Net Earnings
|
||||||||||||
Six Months Ended
|
June 29,
2013 |
|
June 30,
2012 |
|
June 29,
2013 |
|
June 30,
2012 |
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Earnings
|
$
|
450
|
|
|
$
|
336
|
|
|
$
|
450
|
|
|
$
|
339
|
|
Weighted average common shares outstanding
|
271.9
|
|
|
302.1
|
|
|
271.9
|
|
|
302.1
|
|
||||
Per share amount
|
$
|
1.66
|
|
|
$
|
1.11
|
|
|
$
|
1.66
|
|
|
$
|
1.12
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Earnings
|
$
|
450
|
|
|
$
|
336
|
|
|
$
|
450
|
|
|
$
|
339
|
|
Weighted average common shares outstanding
|
271.9
|
|
|
302.1
|
|
|
271.9
|
|
|
302.1
|
|
||||
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Share-based awards
|
5.8
|
|
|
6.0
|
|
|
5.8
|
|
|
6.0
|
|
||||
Diluted weighted average common shares outstanding
|
277.7
|
|
|
308.1
|
|
|
277.7
|
|
|
308.1
|
|
||||
Per share amount
|
$
|
1.62
|
|
|
$
|
1.09
|
|
|
$
|
1.62
|
|
|
$
|
1.10
|
|
|
June 29,
2013 |
|
December 31,
2012 |
||||
Cash
|
$
|
46
|
|
|
$
|
149
|
|
Securities:
|
|
|
|
||||
U.S. government, agency, and government-sponsored enterprise obligations
|
1,710
|
|
|
1,984
|
|
||
|
$
|
1,756
|
|
|
$
|
2,133
|
|
|
Recorded Value
|
|
Less
|
|
|
||||||||||||||
June 29, 2013
|
Short-term
Investments
|
|
Investments
|
|
Unrealized
Gains
|
|
Unrealized
Loss
|
|
Cost
Basis
|
||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government, agency and government-sponsored enterprise obligations
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
19
|
|
Corporate bonds
|
3
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Mortgage-backed securities
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Common stock and equivalents
|
—
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
6
|
|
|||||
|
3
|
|
|
35
|
|
|
3
|
|
|
(1
|
)
|
|
36
|
|
|||||
Other securities, at cost
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|||||
Equity method investments
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
|
$
|
3
|
|
|
$
|
142
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
143
|
|
|
Recorded Value
|
|
Less
|
|
|
||||||||||||||
December 31, 2012
|
Short-term
Investments
|
|
Investments
|
|
Unrealized
Gains
|
|
Unrealized
Loss
|
|
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
|
|
|
June 29,
2013 |
|
December 31,
2012 |
||||
Accounts receivable
|
$
|
1,762
|
|
|
$
|
1,932
|
|
Less allowance for doubtful accounts
|
(55
|
)
|
|
(51
|
)
|
||
|
$
|
1,707
|
|
|
$
|
1,881
|
|
|
June 29,
2013 |
|
December 31,
2012 |
||||
Finished goods
|
$
|
231
|
|
|
$
|
244
|
|
Work-in-process and production materials
|
436
|
|
|
432
|
|
||
|
667
|
|
|
676
|
|
||
Less inventory reserves
|
(169
|
)
|
|
(163
|
)
|
||
|
$
|
498
|
|
|
$
|
513
|
|
|
June 29,
2013 |
|
December 31,
2012 |
||||
Costs and earnings in excess of billings
|
$
|
424
|
|
|
$
|
416
|
|
Contract-related deferred costs
|
115
|
|
|
141
|
|
||
Tax-related deposits and refunds receivable
|
103
|
|
|
95
|
|
||
Other
|
137
|
|
|
148
|
|
||
|
$
|
779
|
|
|
$
|
800
|
|
|
June 29,
2013 |
|
December 31,
2012 |
||||
Land
|
$
|
36
|
|
|
$
|
38
|
|
Building
|
736
|
|
|
739
|
|
||
Machinery and equipment
|
1,894
|
|
|
1,932
|
|
||
|
2,666
|
|
|
2,709
|
|
||
Less accumulated depreciation
|
(1,836
|
)
|
|
(1,870
|
)
|
||
|
$
|
830
|
|
|
$
|
839
|
|
|
June 29,
2013 |
|
December 31,
2012 |
||||
Intangible assets
|
$
|
96
|
|
|
$
|
109
|
|
Long-term receivables
|
22
|
|
|
60
|
|
||
Other
|
197
|
|
|
200
|
|
||
|
$
|
315
|
|
|
$
|
369
|
|
|
June 29,
2013 |
|
December 31,
2012 |
||||
Deferred revenue
|
$
|
766
|
|
|
$
|
820
|
|
Billings in excess of costs and earnings
|
242
|
|
|
387
|
|
||
Compensation
|
296
|
|
|
424
|
|
||
Tax liabilities
|
123
|
|
|
95
|
|
||
Customer reserves
|
120
|
|
|
144
|
|
||
Dividend payable
|
71
|
|
|
72
|
|
||
Other
|
575
|
|
|
684
|
|
||
|
$
|
2,193
|
|
|
$
|
2,626
|
|
|
June 29,
2013 |
|
December 31,
2012 |
||||
Defined benefit plans, including split dollar life insurance policies
|
$
|
3,334
|
|
|
$
|
3,389
|
|
Postretirement health care benefit plan
|
167
|
|
|
167
|
|
||
Deferred revenue
|
296
|
|
|
304
|
|
||
Unrecognized tax benefits
|
95
|
|
|
98
|
|
||
Other
|
203
|
|
|
237
|
|
||
|
$
|
4,095
|
|
|
$
|
4,195
|
|
|
Gains and Losses on Cash Flow Hedges
|
|
Unrealized Gains and Losses on Available-for-Sale Securities
|
|
Retirement Benefit Items
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||||
Balance at December 31, 2012:
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
(3,211
|
)
|
|
$
|
(92
|
)
|
|
$
|
(3,300
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
(37
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Net current-period other comprehensive income (loss)
|
(1
|
)
|
|
—
|
|
|
19
|
|
|
(37
|
)
|
|
(19
|
)
|
|||||
Balance at March 30, 2013
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(3,192
|
)
|
|
$
|
(129
|
)
|
|
$
|
(3,319
|
)
|
Other comprehensive losses before reclassifications
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
|
(6
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Net current-period other comprehensive income (loss)
|
—
|
|
|
(1
|
)
|
|
16
|
|
|
(5
|
)
|
|
10
|
|
|||||
Balance at June 29, 2013
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(3,176
|
)
|
|
$
|
(134
|
)
|
|
$
|
(3,309
|
)
|
Three months ended June 29, 2013
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
Affected Line Item in the Condensed Consolidated Statement of Operations
|
||
Amortization of retirement benefit items:
|
|
|
||
Prior service costs
|
$
|
(14
|
)
|
Selling, general, and administrative expenses
|
Unrecognized net losses
|
40
|
|
Selling, general, and administrative expenses
|
|
|
26
|
|
Total before tax
|
|
|
(10
|
)
|
Tax benefit
|
|
Total reclassifications for the period, net of tax
|
$
|
16
|
|
|
Six months ended June 29, 2013
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
Affected Line Item in the Condensed Consolidated Statement of Operations
|
||
Gain on cash flow hedges:
|
|
|
||
Foreign exchange contracts
|
$
|
(1
|
)
|
Cost of sales
|
|
(1
|
)
|
Total before tax
|
|
|
—
|
|
Tax expense
|
|
|
$
|
(1
|
)
|
Net of tax
|
Amortization of retirement benefit items:
|
|
|
||
Prior service costs
|
$
|
(25
|
)
|
Selling, general, and administrative expenses
|
Unrecognized net losses
|
79
|
|
Selling, general, and administrative expenses
|
|
|
54
|
|
Total before tax
|
|
|
(19
|
)
|
Tax benefit
|
|
|
35
|
|
Net of tax
|
|
Total reclassifications for the period, net of tax
|
$
|
34
|
|
|
4.
|
Debt and Credit Facilities
|
5.
|
Risk Management
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
June 29,
2013 |
|
December 31,
2012 |
||||
British Pound
|
$
|
231
|
|
|
$
|
225
|
|
Chinese Renminbi
|
(141
|
)
|
|
(99
|
)
|
||
Norwegian Krone
|
(75
|
)
|
|
(48
|
)
|
||
Brazilian Real
|
(75
|
)
|
|
3
|
|
||
Israeli Shekel
|
(43
|
)
|
|
(35
|
)
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
June 29, 2013
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
4
|
|
|
Other assets
|
|
$
|
5
|
|
|
Other liabilities
|
Interest agreements
|
—
|
|
|
Other assets
|
|
3
|
|
|
Other liabilities
|
||
Total derivatives not designated as hedging instruments
|
$
|
4
|
|
|
|
|
$
|
8
|
|
|
|
|
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 agreements
|
—
|
|
|
Other assets
|
|
4
|
|
|
Other liabilities
|
||
Total derivatives not designated as hedging instruments
|
2
|
|
|
|
|
7
|
|
|
|
||
Total derivatives
|
$
|
3
|
|
|
|
|
$
|
7
|
|
|
|
|
Three Months Ended
|
|
Statement of
Operations Location
|
||||||
Gain on Derivative Instruments
|
June 29,
2013 |
|
June 30,
2012 |
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate contracts
|
$
|
1
|
|
|
$
|
—
|
|
|
Other income (expense)
|
Foreign exchange contracts
|
8
|
|
|
1
|
|
|
Other income (expense)
|
||
Total derivatives not designated as hedging instruments
|
$
|
9
|
|
|
$
|
1
|
|
|
|
|
Six Months Ended
|
|
Statement of
Operations Location
|
||||||
Gain (loss) on Derivative Instruments
|
June 29,
2013 |
|
June 30,
2012 |
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate contracts
|
$
|
1
|
|
|
$
|
—
|
|
|
Other income (expense)
|
Foreign exchange contracts
|
(9
|
)
|
|
(3
|
)
|
|
Other income (expense)
|
||
Total derivatives not designated as hedging instruments
|
$
|
(8
|
)
|
|
$
|
(3
|
)
|
|
|
|
Three Months Ended
|
|
Financial Statement
Location
|
||||||
Foreign Exchange Contracts
|
June 29,
2013 |
|
June 30,
2012 |
|
|||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Loss recognized in Accumulated other comprehensive loss
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
Accumulated other
comprehensive loss
|
|
Six Months Ended
|
|
Financial Statement
Location
|
||||||
Foreign Exchange Contracts
|
June 29,
2013 |
|
June 30,
2012 |
|
|||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Gain recognized in Accumulated other comprehensive loss
|
$
|
—
|
|
|
$
|
1
|
|
|
Accumulated other
comprehensive loss
|
Gain (loss) reclassified from Accumulated other comprehensive loss into Net earnings
|
1
|
|
|
(1
|
)
|
|
Costs of sales
|
6.
|
Income Taxes
|
7.
|
Retirement and Other Employee Benefits
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||||||
Three Months Ended
|
U.S.
|
|
Non
U.S.
|
|
U.S.
|
|
Non
U.S.
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Interest cost
|
88
|
|
|
16
|
|
|
87
|
|
|
18
|
|
||||
Expected return on plan assets
|
(90
|
)
|
|
(18
|
)
|
|
(105
|
)
|
|
(19
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Unrecognized net loss
|
33
|
|
|
3
|
|
|
62
|
|
|
6
|
|
||||
Unrecognized prior service cost
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Net periodic pension costs
|
$
|
31
|
|
|
$
|
2
|
|
|
$
|
44
|
|
|
$
|
7
|
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||||||
Six Months Ended
|
U.S.
|
|
Non
U.S.
|
|
U.S.
|
|
Non
U.S.
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Interest cost
|
176
|
|
|
33
|
|
|
175
|
|
|
36
|
|
||||
Expected return on plan assets
|
(182
|
)
|
|
(37
|
)
|
|
(211
|
)
|
|
(38
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Unrecognized net loss
|
66
|
|
|
6
|
|
|
130
|
|
|
11
|
|
||||
Unrecognized prior service cost
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Net periodic pension costs
|
$
|
60
|
|
|
$
|
4
|
|
|
$
|
94
|
|
|
$
|
13
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
3
|
|
|
5
|
|
|
6
|
|
|
10
|
|
||||
Expected return on plan assets
|
(3
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(6
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Unrecognized net loss
|
3
|
|
|
3
|
|
|
7
|
|
|
6
|
|
||||
Unrecognized prior service cost
|
(11
|
)
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
||||
Net postretirement health care expense (benefits)
|
$
|
(8
|
)
|
|
$
|
6
|
|
|
$
|
(13
|
)
|
|
$
|
12
|
|
8.
|
Share-Based Compensation Plans
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
Share-based compensation expense included in:
|
|
|
|
|
|
|
|
||||||||
Costs of sales
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
10
|
|
|
$
|
13
|
|
Selling, general and administrative expenses
|
21
|
|
|
31
|
|
|
49
|
|
|
57
|
|
||||
Research and development expenditures
|
9
|
|
|
14
|
|
|
20
|
|
|
25
|
|
||||
Share-based compensation expense included in Operating earnings
|
34
|
|
|
52
|
|
|
79
|
|
|
95
|
|
||||
Tax benefit
|
10
|
|
|
21
|
|
|
24
|
|
|
34
|
|
||||
Share-based compensation expense, net of tax
|
$
|
24
|
|
|
$
|
31
|
|
|
$
|
55
|
|
|
$
|
61
|
|
Decrease in basic earnings per share
|
$
|
(0.09
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.20
|
)
|
Decrease in diluted earnings per share
|
$
|
(0.09
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.20
|
)
|
9.
|
Fair Value Measurements
|
June 29, 2013
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Sigma Fund securities:
|
|
|
|
|
|
||||||
U.S. government, agency and government-sponsored enterprise obligations
|
$
|
—
|
|
|
$
|
1,710
|
|
|
$
|
1,710
|
|
Foreign exchange derivative contracts
|
—
|
|
|
4
|
|
|
4
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
||||||
U.S. government, agency and government-sponsored enterprise obligations
|
—
|
|
|
18
|
|
|
18
|
|
|||
Corporate bonds
|
—
|
|
|
6
|
|
|
6
|
|
|||
Mortgage-backed securities
|
—
|
|
|
2
|
|
|
2
|
|
|||
Common stock and equivalents
|
2
|
|
|
7
|
|
|
9
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest agreement derivative contracts
|
—
|
|
|
3
|
|
|
3
|
|
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
|
|
10.
|
Long-term Customer Financing and Sales of Receivables
|
|
June 29,
2013 |
|
December 31,
2012 |
||||
Long-term customer financing receivables
|
$
|
63
|
|
|
$
|
101
|
|
Less current portion
|
(41
|
)
|
|
(41
|
)
|
||
Non-current long-term receivables, net
|
$
|
22
|
|
|
$
|
60
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2013 |
|
June 30,
2012 |
|
June 29,
2013 |
|
June 30,
2012 |
||||||||
Cumulative quarterly proceeds received from sales:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable sales proceeds
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
7
|
|
Long-term receivable sales proceeds
|
24
|
|
|
62
|
|
|
52
|
|
|
129
|
|
||||
Total proceeds from sales of accounts receivable
|
$
|
26
|
|
|
$
|
64
|
|
|
$
|
55
|
|
|
$
|
136
|
|
June 29, 2013
|
Total
Long-term
Receivable
|
|
Current Billed
Due
|
|
Past Due Under 90 Days
|
|
Past Due Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial loans and leases secured
|
61
|
|
|
12
|
|
|
2
|
|
|
7
|
|
||||
Total gross long-term receivables, including current portion
|
$
|
63
|
|
|
$
|
12
|
|
|
$
|
2
|
|
|
$
|
7
|
|
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
|
|
11.
|
Commitments and Contingencies
|
12.
|
Segment Information
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
Government
|
$
|
1,451
|
|
|
$
|
1,459
|
|
|
$
|
2,797
|
|
|
$
|
2,760
|
|
Enterprise
|
656
|
|
|
689
|
|
|
1,283
|
|
|
1,344
|
|
||||
|
$
|
2,107
|
|
|
$
|
2,148
|
|
|
$
|
4,080
|
|
|
$
|
4,104
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
Government
|
$
|
215
|
|
|
$
|
197
|
|
|
$
|
395
|
|
|
$
|
347
|
|
Enterprise
|
51
|
|
|
81
|
|
|
87
|
|
|
163
|
|
||||
Operating earnings
|
266
|
|
|
278
|
|
|
482
|
|
|
510
|
|
||||
Total other expense
|
(42
|
)
|
|
(38
|
)
|
|
(53
|
)
|
|
(26
|
)
|
||||
Earnings from continuing operations before income taxes
|
$
|
224
|
|
|
$
|
240
|
|
|
$
|
429
|
|
|
$
|
484
|
|
13.
|
Reorganization of Businesses
|
June 29, 2013
|
Three Months Ended
|
|
Six Months Ended
|
||||
Government
|
$
|
18
|
|
|
$
|
25
|
|
Enterprise
|
10
|
|
|
14
|
|
||
|
$
|
28
|
|
|
$
|
39
|
|
|
Accruals at January 1, 2013
|
|
Additional
Charges
|
|
Adjustments
|
|
Amount
Used
|
|
Accruals at June 29, 2013
|
||||||||||
Exit costs
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
Employee separation costs
|
31
|
|
|
46
|
|
|
(7
|
)
|
|
(31
|
)
|
|
39
|
|
|||||
|
$
|
35
|
|
|
$
|
46
|
|
|
$
|
(7
|
)
|
|
$
|
(32
|
)
|
|
$
|
42
|
|
June 30, 2012
|
Three Months Ended
|
|
Six Months Ended
|
||||
Government
|
$
|
9
|
|
|
$
|
16
|
|
Enterprise
|
5
|
|
|
7
|
|
||
|
$
|
14
|
|
|
$
|
23
|
|
14.
|
Intangible Assets and Goodwill
|
|
June 29, 2013
|
|
December 31, 2012
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Completed technology
|
$
|
661
|
|
|
$
|
636
|
|
|
$
|
657
|
|
|
$
|
632
|
|
Patents
|
276
|
|
|
276
|
|
|
276
|
|
|
276
|
|
||||
Customer-related
|
198
|
|
|
134
|
|
|
201
|
|
|
125
|
|
||||
Licensed technology
|
20
|
|
|
17
|
|
|
23
|
|
|
19
|
|
||||
Other intangibles
|
95
|
|
|
91
|
|
|
94
|
|
|
90
|
|
||||
|
$
|
1,250
|
|
|
$
|
1,154
|
|
|
$
|
1,251
|
|
|
$
|
1,142
|
|
|
June 29, 2013
|
|
December 31, 2012
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Government
|
$
|
55
|
|
|
$
|
48
|
|
|
$
|
53
|
|
|
$
|
48
|
|
Enterprise
|
1,195
|
|
|
1,106
|
|
|
1,198
|
|
|
1,094
|
|
||||
|
$
|
1,250
|
|
|
$
|
1,154
|
|
|
$
|
1,251
|
|
|
$
|
1,142
|
|
|
Government
|
|
Enterprise
|
|
Total
|
||||||
Balances as of January 1, 2013:
|
|
|
|
|
|
||||||
Aggregate goodwill
|
$
|
349
|
|
|
$
|
2,725
|
|
|
$
|
3,074
|
|
Accumulated impairment losses
|
—
|
|
|
(1,564
|
)
|
|
(1,564
|
)
|
|||
Goodwill, net of impairment losses
|
$
|
349
|
|
|
$
|
1,161
|
|
|
$
|
1,510
|
|
Purchase accounting tax adjustment
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Foreign currency
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Balance as of June 29, 2013:
|
|
|
|
|
|
||||||
Aggregate goodwill
|
$
|
349
|
|
|
$
|
2,717
|
|
|
$
|
3,066
|
|
Accumulated impairment losses
|
—
|
|
|
(1,564
|
)
|
|
(1,564
|
)
|
|||
Goodwill, net of impairment losses
|
$
|
349
|
|
|
$
|
1,153
|
|
|
$
|
1,502
|
|
•
|
Net sales
decreased
by
$41 million
, or
2%
, to
$2.1 billion
in the
second
quarter of
2013
, compared to net sales of
$2.1 billion
in the
second
quarter of
2012
.
|
•
|
We generated operating earnings of
$266 million
, or
12.6%
of net sales, in the
second
quarter of
2013
, compared to
$278 million
, or
12.9%
of net sales, in the
second
quarter of
2012
.
|
•
|
We had earnings from continuing operations, net of tax, of
$258 million
, or
$0.94
per diluted common share, in the
second
quarter of
2013
, compared to earnings from continuing operations, net of tax, of
$177 million
, or
$0.60
per diluted common share, in the
second
quarter of
2012
.
|
•
|
We generated net cash from operating activities of
$51 million
during the
first half
of
2013
, compared to
$322 million
in the
first half
of
2012
.
|
•
|
We returned
$1.1 billion
in capital to shareholders through share repurchases and dividends during the
first half
of
2013
.
|
•
|
Government:
Net sales were
$1.5 billion
in the
second
quarter of
2013
,
a decrease
of
$8 million
, or
1%
, compared to net sales of
$1.5 billion
during the
second
quarter of
2012
. On a geographic basis, net sales decreased in Latin America and APME, and increased in North America and EA compared to the year-ago quarter.
|
•
|
Enterprise:
Net sales were
$656 million
in the
second
quarter of
2013
,
a decrease
of
$33 million
, or
5%
, compared to net sales of
$689 million
in the
second
quarter of
2012
. On a geographic basis, net sales declined in North America and Latin America, and increased in EA and APME compared to the year-ago quarter.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
(Dollars in millions, except per
share amounts)
|
June 29, 2013
|
|
% of
Sales** |
|
June 30, 2012
|
|
% of
Sales** |
|
June 29, 2013
|
|
% of
Sales**
|
|
June 30, 2012
|
|
% of
Sales**
|
||||||||||||
Net sales from products
|
$
|
1,479
|
|
|
|
|
$
|
1,563
|
|
|
|
|
$
|
2,860
|
|
|
|
|
$
|
3,007
|
|
|
|
||||
Net sales from services
|
628
|
|
|
|
|
585
|
|
|
|
|
1,220
|
|
|
|
|
1,097
|
|
|
|
||||||||
Net sales
|
2,107
|
|
|
|
|
2,148
|
|
|
|
|
4,080
|
|
|
|
|
4,104
|
|
|
|
||||||||
Costs of product sales
|
695
|
|
|
47.0
|
%
|
|
712
|
|
|
45.6
|
%
|
|
1,346
|
|
|
47.1
|
%
|
|
1,370
|
|
|
45.6
|
%
|
||||
Costs of service sales
|
383
|
|
|
61.0
|
%
|
|
376
|
|
|
64.3
|
%
|
|
750
|
|
|
61.5
|
%
|
|
701
|
|
|
63.9
|
%
|
||||
Costs of sales
|
1,078
|
|
|
|
|
1,088
|
|
|
|
|
2,096
|
|
|
|
|
2,071
|
|
|
|
||||||||
Gross margin
|
1,029
|
|
|
48.8
|
%
|
|
1,060
|
|
|
49.3
|
%
|
|
1,984
|
|
|
48.6
|
%
|
|
2,033
|
|
|
49.5
|
%
|
||||
Selling, general and administrative expenses
|
470
|
|
|
22.3
|
%
|
|
496
|
|
|
23.1
|
%
|
|
930
|
|
|
22.8
|
%
|
|
968
|
|
|
23.6
|
%
|
||||
Research and development expenditures
|
268
|
|
|
12.7
|
%
|
|
269
|
|
|
12.5
|
%
|
|
530
|
|
|
13.0
|
%
|
|
523
|
|
|
12.7
|
%
|
||||
Other charges
|
25
|
|
|
1.2
|
%
|
|
17
|
|
|
0.8
|
%
|
|
42
|
|
|
1.0
|
%
|
|
32
|
|
|
0.8
|
%
|
||||
Operating earnings
|
266
|
|
|
12.6
|
%
|
|
278
|
|
|
12.9
|
%
|
|
482
|
|
|
11.8
|
%
|
|
510
|
|
|
12.4
|
%
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
(32
|
)
|
|
(1.5
|
)%
|
|
(16
|
)
|
|
(0.7
|
)%
|
|
(57
|
)
|
|
(1.4
|
)%
|
|
(30
|
)
|
|
(0.7
|
)%
|
||||
0 on sales of investments and businesses, net
|
—
|
|
|
—
|
%
|
|
3
|
|
|
0.1
|
%
|
|
7
|
|
|
0.2
|
%
|
|
20
|
|
|
0.5
|
%
|
||||
Other
|
(10
|
)
|
|
(0.5
|
)%
|
|
(25
|
)
|
|
(1.2
|
)%
|
|
(3
|
)
|
|
(0.1
|
)%
|
|
(16
|
)
|
|
(0.4
|
)%
|
||||
Total other income (expense)
|
(42
|
)
|
|
(2.0
|
)%
|
|
(38
|
)
|
|
(1.8
|
)%
|
|
(53
|
)
|
|
(1.3
|
)%
|
|
(26
|
)
|
|
(0.6
|
)%
|
||||
Earnings from continuing operations before income taxes
|
224
|
|
|
10.6
|
%
|
|
240
|
|
|
11.2
|
%
|
|
429
|
|
|
10.5
|
%
|
|
484
|
|
|
11.8
|
%
|
||||
Income tax expense (benefit)
|
(38
|
)
|
|
(1.8
|
)%
|
|
63
|
|
|
2.9
|
%
|
|
(25
|
)
|
|
(0.6
|
)%
|
|
148
|
|
|
3.6
|
%
|
||||
Net Earnings
|
262
|
|
|
12.4
|
%
|
|
177
|
|
|
8.2
|
%
|
|
454
|
|
|
11.1
|
%
|
|
336
|
|
|
8.2
|
%
|
||||
Less: Earnings attributable to noncontrolling interests
|
4
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
|
4
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
||||
Earnings from continuing operations*
|
258
|
|
|
12.2
|
%
|
|
177
|
|
|
8.2
|
%
|
|
450
|
|
|
11.0
|
%
|
|
336
|
|
|
8.2
|
%
|
||||
Earnings from discontinued operations, net of tax
|
—
|
|
|
—
|
%
|
|
5
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
|
3
|
|
|
0.1
|
%
|
||||
Net earnings*
|
$
|
258
|
|
|
12.2
|
%
|
|
$
|
182
|
|
|
8.5
|
%
|
|
$
|
450
|
|
|
11.0
|
%
|
|
$
|
339
|
|
|
8.3
|
%
|
Earnings per diluted common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
$
|
0.94
|
|
|
|
|
$
|
0.60
|
|
|
|
|
$
|
1.62
|
|
|
|
|
$
|
1.09
|
|
|
|
||||
Discontinued operations
|
—
|
|
|
|
|
0.01
|
|
|
|
|
—
|
|
|
|
|
0.01
|
|
|
|
||||||||
|
$
|
0.94
|
|
|
|
|
|
$
|
0.61
|
|
|
|
|
|
$
|
1.62
|
|
|
|
|
$
|
1.10
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
June 29,
2013 |
|
June 30,
2012 |
|
% Change
|
|
June 29,
2013 |
|
June 30,
2012 |
|
% Change
|
||||||||||
Segment net sales
|
$
|
1,451
|
|
|
$
|
1,459
|
|
|
(1
|
)%
|
|
$
|
2,797
|
|
|
$
|
2,760
|
|
|
1
|
%
|
Operating earnings
|
215
|
|
|
197
|
|
|
9
|
%
|
|
395
|
|
|
347
|
|
|
14
|
%
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
June 29,
2013 |
|
June 30,
2012 |
|
% Change
|
|
June 29,
2013 |
|
June 30,
2012 |
|
% Change
|
||||||||||
Segment net sales
|
$
|
656
|
|
|
$
|
689
|
|
|
(5
|
)%
|
|
$
|
1,283
|
|
|
$
|
1,344
|
|
|
(5
|
)%
|
Operating earnings
|
51
|
|
|
81
|
|
|
(37
|
)%
|
|
87
|
|
|
163
|
|
|
(47
|
)%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
Government
|
$
|
18
|
|
|
$
|
9
|
|
|
$
|
25
|
|
|
$
|
16
|
|
Enterprise
|
10
|
|
|
5
|
|
|
14
|
|
|
7
|
|
||||
|
$
|
28
|
|
|
$
|
14
|
|
|
$
|
39
|
|
|
$
|
23
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||||
Cumulative quarterly proceeds received from one-time sales:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable sales proceeds
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
7
|
|
Long-term receivables sales proceeds
|
24
|
|
|
62
|
|
|
52
|
|
|
129
|
|
||||
Total proceeds from sales of accounts receivable
|
$
|
26
|
|
|
$
|
64
|
|
|
$
|
55
|
|
|
$
|
136
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
June 29, 2013
|
|
December 31, 2012
|
||||
British Pound
|
$
|
231
|
|
|
$
|
225
|
|
Chinese Renminbi
|
(141
|
)
|
|
(99
|
)
|
||
Norwegian Krone
|
(75
|
)
|
|
(48
|
)
|
||
Brazilian Real
|
(75
|
)
|
|
3
|
|
||
Israeli Shekel
|
(43
|
)
|
|
(35
|
)
|
Period
|
(a) Total Number
of Shares
Purchased
(1)
|
|
(b) Average Price
Paid per
Share
(1)
|
|
(c) Total Number
of Shares Purchased
as Part of Publicly
Announced Plans
or Program
(2)
|
|
(d) Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Program
(2)
|
||||||
3/31/13 to 4/27/13
|
1,065,527
|
|
|
$
|
62.17
|
|
|
1,065,527
|
|
|
$
|
1,028,434,794
|
|
4/28/13 to 5/25/13
|
5,772,618
|
|
|
$
|
57.04
|
|
|
5,772,618
|
|
|
$
|
699,284,108
|
|
5/26/13 to 6/29/13
|
2,681,119
|
|
|
$
|
57.71
|
|
|
2,681,119
|
|
|
$
|
544,616,221
|
|
Total
|
9,519,264
|
|
|
$
|
57.80
|
|
|
9,519,264
|
|
|
|
(1)
|
Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.
|
(2)
|
Through actions taken on July 28, 2011, January 30, 2012 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.
|
(3)
|
On July 24, 2013, the Company announced that its Board of Directors authorized up to $2.0 billion in additional funds for share repurchase,
bringing the aggregate amount of the share repurchase program to $7.0 billion. As of June 29, 2013, the Company had used approximately $4.5 billion, including transaction costs, to repurchase shares, and with the additional repurchase authority approximately $2.5 billion is available for repurchases.
|
Exhibit No.
|
|
Exhibit
|
*10.1
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Section 16 Officers on or after May 6, 2013.
|
*10.2
|
|
Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for grants to Section 16 Officers on or after May 6, 2013.
|
10.3
|
|
Motorola Solutions Management Deferred Compensation Plan (As Amended and Restated Effective as of June 1, 2013) (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on June 5, 2013 (File No. 1-7221)).
|
10.4
|
|
Motorola Solutions, Inc. Separation Agreement and General Release between Motorola Solutions, Inc. and Eugene A. Delaney, dated as of June 13, 2013 (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on June 14, 2013 (File No. 1-7221)).
|
*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
|
|
MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo, as well as iDEN are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.
|
|
All other product or service names are the property of their respective owners.
©
2013 Motorola Solutions, Inc. All rights reserved.
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MOTOROLA SOLUTIONS, INC.
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By:
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S
/ J
OHN
K. W
OZNIAK
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John K. Wozniak
Corporate Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
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Exhibit No.
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Exhibit
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*10.1
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Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Section 16 Officers on or after May 6, 2013.
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*10.2
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Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for grants to Section 16 Officers on or after May 6, 2013.
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10.3
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Motorola Solutions Management Deferred Compensation Plan (As Amended and Restated Effective as of June 1, 2013) (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on June 5, 2013 (File No. 1-7221)).
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10.4
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Motorola Solutions, Inc. Separation Agreement and General Release between Motorola Solutions, Inc. and Eugene A. Delaney, dated as of June 13, 2013 (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on June 14, 2013 (File No. 1-7221)).
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*31.1
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Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*31.2
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Certification of Edward J. Fitzpatrick pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*32.1
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Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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*32.2
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Certification of Edward J. Fitzpatrick pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Scheme Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed herewith
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1.
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Award of Restricted Stock Units
. The Company hereby grants to Grantee a total of «Txt_Nbr_of_Shares» («Whole_Nbr_of_Shares») Motorola Solutions restricted stock units (the “
Units
”) subject to the terms and conditions set forth below and subject to adjustment as provided in the 2006 Omnibus Plan. The Units are granted pursuant to the 2006 Omnibus Plan and are subject to all of the terms and conditions of the 2006 Omnibus Plan.
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2.
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Restrictions
. The Units are being awarded to Grantee subject to the transfer and forfeiture conditions set forth below (the “
Restrictions
”):
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a.
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No Assignment. Prior to the vesting of the Units as described in Section 3 below, Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Units still subject to Restrictions. The Units shall be forfeited if Grantee violates or attempts to violate these transfer Restrictions.
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b.
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Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company or any Subsidiary (as defined in Section 20 below), including the recovery of liquidated damages, Grantee shall forfeit all Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Units, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Solutions Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested Units times (y) the number of shares underlying such previously vested Units, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Solutions” shall mean Motorola Solutions, Inc. and/or any of its Subsidiaries.
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i.
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Confidential Information. During the course of Grantee’s employment with the Company or any Subsidiary and thereafter, Grantee uses or discloses, except on behalf of the Company and pursuant to the Company’s directions, any Company Confidential Information (as defined in Section 20 below); and/or
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ii.
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Solicitation of Employees. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee hires, recruits, solicits or induces, or causes, allows, permits or aids others to hire, recruit, solicit or induce, or to communicate in support of those activities, any employee of the Company who possesses Confidential Information (as defined in Section 20 below) of the Company to terminate his/her employment with the Company and/or to seek employment with Grantee’s new or prospective employer, or any other company; and/or
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iii.
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Solicitation of Customers. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee, directly or indirectly, on behalf of Grantee or any other person, company or entity, solicits or participates in soliciting, products or services competitive with or similar to products or services offered by, manufactured by, designed by or distributed by the Company to any person, company or entity which was a customer or potential customer for such products or services and with which Grantee had direct or indirect contact regarding those products or services or about which Grantee learned Confidential Information (as defined in Section 20 below) at any time during the one year prior to Grantee’s termination of employment with the Company; and/or
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iv.
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Non-Competition regarding Products or Services. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee, directly or indirectly, in any capacity, provides products or services competitive with or similar to products or services offered by the Company to any person, company or entity which was a customer for such products or services and with which customer Grantee had direct or indirect contact regarding those products or services or about which customer Grantee learned Confidential Information at any time during the one year prior to Grantee’s termination of employment with the Company; and/or
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v.
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Non-Competition regarding Activities. During Grantee’s employment and for a period of one year following the termination of Grantee’s employment for any reason, Grantee engages in activities which are entirely or in part the same as or similar to activities in which Grantee engaged at any time during the one year preceding termination of Grantee’s employment with the Company, for any person, company or entity in connection with products, services or technological developments (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products, services or technological developments (existing or planned) on which Grantee worked at any time during the one year preceding termination of Grantee’s employment. This paragraph applies in countries in which Grantee has physically been present performing work for the Company at any time during the one year preceding termination of Grantee’s employment.
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3.
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Vesting.
Subject to the remaining terms and conditions of this Award, and provided the Units have not been forfeited as described in Section 2 above, the Units will vest as follows:
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a.
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Vesting Period. The Units will vest as follows in accordance with the following schedule (the applicable date, the “RSU Vesting Date”):
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i.
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<<vesting schedule>>
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ii.
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The period from the Date of Grant through the last vesting date set forth above is referred to as the “
Restriction Period
”. Any unvested Units shall be automatically forfeited upon the Grantee's termination of employment with Motorola Solutions or a Subsidiary prior to the applicable RSU Vesting Date for any reason other than those set forth in Sections 3(b) through (e) below. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.
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iii.
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If, during the Restriction Period, the Grantee takes a Leave of Absence (as defined in Section 20 below) from Motorola Solutions or a Subsidiary, the Units will continue to be subject to this Award Agreement. If the Restriction Period expires while the Grantee is on a Leave of Absence, the Grantee will be entitled to the Units even if the Grantee has not returned to active employment.
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b.
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Change in Control. If a Change in Control of the Company occurs and the successor corporation (or parent thereof) does not assume this Award or replace it with a comparable award, then the Units shall be fully vested; provided, further, that with respect to any Award that is assumed or replaced, such assumed or replaced awards shall provide that the Award shall be fully vested for any Participant that is involuntarily terminated (for a reason other than “Cause”) or quits for “Good Reason” within 24 months of the Change in Control. For purposes of this paragraph, the terms “Change of Control”, “Cause” and “Good Reason” are defined in the 2006 Omnibus Plan.
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c.
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Total and Permanent Disability. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to Total and Permanent Disability (as defined in Section 20 below).
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d.
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Death. All unvested Units shall fully vest upon Grantee’s termination of employment with Motorola Solutions and its Subsidiaries due to death.
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e.
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Certain Terminations of Employment. In the case of Termination due to a Divestiture (as defined in Section 20 below) or if Motorola Solutions or a Subsidiary terminates Grantee’s employment for reasons other than for Serious Misconduct (as defined in Section 20 below) before the expiration of the Restriction Period, and if the Units have not been forfeited as described in Section 2 above, and all conditions for vesting other than the passage of time have been met (as of the date of termination, with respect to event specific conditions such as achievement of a specific stock price), then the Units shall vest on a pro rata
basis in an amount equal to (a)(i) the total number of Units subject to this Award, multiplied by (ii) a fraction, the numerator of which is the number of completed full months of service by the Grantee from the Date of Grant to the employee’s date of termination and the denominator of which is the Restriction Period, minus (b) any Units that vested prior to such Termination.
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4.
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Delivery of Certificates or Equivalent
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a.
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Upon the vesting of the applicable Units described in Section 3 above, the Company shall, at its election, either: (i) establish a brokerage account for the Grantee and credit to that account the number of shares of Common Stock of the Company equal to the number of Units that have vested; or (ii) deliver to the Grantee a certificate representing a number of shares of Common Stock equal to the number of Units that have vested.
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b.
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Subject to Section 22 the actions contemplated by clauses (i) and (ii) above shall occur within 60 days following the date that the applicable Units vested.
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5.
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Whole Shares
. All Awards shall be paid in whole shares of Common Stock; no fractional shares shall be credited or delivered to Grantee.
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6.
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Adjustments
. The Units shall be subject to adjustment as provided in Section 16 of the 2006 Omnibus Plan.
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7.
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Dividends
. No dividends (or dividend equivalents) shall be paid with respect to unvested Units credited to the Grantee’s account.
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8.
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Withholding Taxes
. The Company is entitled to withhold applicable taxes for the respective tax jurisdiction attributable to this Award or any payment made in connection with the Units. With respect to a Grantee who is not subject to Section 16 of the Exchange Act at the time applicable taxes are assessed the Company, in its sole discretion, may satisfy its tax withholding responsibilities, in whole or in part, by either (i) electing to withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in accordance with Section 20 below, to satisfy the Grantee’s minimum statutory tax withholding obligation or (ii) requiring the Grantee to pay, by cash or certified check, the amount necessary to satisfy the Grantee’s minimum statutory tax withholding obligation. With respect to a Grantee who is subject to Section 16 of the Exchange Act at the time applicable taxes are assessed, such Grantee may satisfy any minimum statutory withholding obligation, in whole or in part, by either (i) electing to have the Company withhold a sufficient number of shares of Common Stock otherwise deliverable in connection with the applicable vesting Units, the Fair Market Value of which shall be determined on the applicable RSU Vesting Date in accordance with Section 20 below, to satisfy such Grantee’s minimum statutory tax withholding obligation or (ii) paying, by
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9.
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Voting and Other Rights
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a.
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Grantee shall have no rights as a stockholder of the Company in respect of the Units, including the right to vote and to receive cash dividends and other distributions until delivery of certificate or equivalent representing shares of Common Stock in satisfaction of the Units.
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b.
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The grant of Units does not confer upon Grantee any right to continue in the employ of the Company or a Subsidiary (as defined in Section 20 below) or to interfere with the right of the Company or a Subsidiary, to terminate Grantee’s employment at any time.
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10.
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Funding
. No assets or shares of Common Stock shall be segregated or earmarked by the Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an unsecured contractual obligation of the Company.
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11.
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Nature of Award
. By accepting this Award Agreement, the Grantee acknowledges his or her understanding that:
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a.
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the grant of Units under this Award Agreement is completely at the discretion of Motorola Solutions, and that Motorola Solutions' decision to make this Award in no way implies that similar awards may be granted in the future or that Grantee has any guarantee of future employment;
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b.
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neither this nor any such grant shall interfere with Grantee’s right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between Grantee and the Company;
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c.
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Grantee has entered into employment with Motorola Solutions or a Subsidiary (as defined in Section 20 below) upon terms that did not include this Award or similar awards, that his or her decision to continue employment is not dependent on an expectation of this Award or similar awards, and that any amount received under this Award is considered an amount in addition to that which the Grantee expects to be paid for the performance of his or her services;
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d.
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Grantee’s acceptance of this Award is voluntary; and
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e.
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the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.
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12.
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Acknowledgements
. With respect to the subject matter of subparagraphs 2b (i) through (v) and Sections 18 and 19 hereof, this Agreement (as defined in Section 20) is the entire agreement with the Company. No waiver of any breach of any provision of this Agreement by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Agreement shall be severable and in the event that any provision of this
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13.
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Motorola Solutions Assignment Rights
. Motorola Solutions shall have the right to assign this Award Agreement, which shall not affect the validity or enforceability of this Award Agreement. This Award Agreement shall inure to the benefit of assigns and successors of Motorola Solutions.
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14.
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Waiver
. The failure of the Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or any other provision hereof.
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15.
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Actions by the Compensation Committee
. The Compensation Committee may delegate its authority to administer this Award Agreement. The actions and determinations of the Compensation Committee or its delegate shall be binding upon the parties.
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16.
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Agreement Following Termination of Employment
.
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a.
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Grantee agrees that upon termination of employment with Motorola Solutions or a Subsidiary (as defined in Section 20 below), Grantee will immediately inform Motorola Solutions of: (i) the identity of any new employer (or the nature of any start-up business or self-employment); (ii) Grantee’s new title; and (iii) Grantee’s job duties and responsibilities.
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b.
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Grantee hereby authorizes Motorola Solutions or a Subsidiary to provide a copy of this Award Agreement to Grantee’s new employer. Grantee further agrees to provide information to Motorola Solutions or a Subsidiary as may from time to time be requested in order to determine his or her compliance with the terms hereof.
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17.
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Consent to Transfer Personal Data
. By accepting this award, Grantee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section. Grantee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Grantee’s ability to participate in the 2006 Omnibus Plan. Motorola Solutions, its Subsidiaries and Grantee’s employer hold certain personal information about the Grantee, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in Motorola Solutions, or details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the 2006 Omnibus Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Grantee’s participation in the 2006 Omnibus Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the 2006 Omnibus Plan. These recipients may be located throughout the world, including the United States. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic
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18.
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Remedies for Breach
. Grantee hereby acknowledges that the harm caused to the Company by the breach or anticipated breach of subparagraphs 2b(i), (ii), (iii), (iv) and/or (v) of this Award Agreement will be irreparable and further agrees the Company may obtain injunctive relief against the Grantee in addition to and cumulative with any other legal or equitable rights and remedies the Company may have pursuant to this Agreement, any other agreements between the Grantee and the Company for the protection of the Company’s Confidential Information (as defined in Section 20 below) or law, including the recovery of liquidated damages. Grantee agrees that any interim or final equitable relief entered by a court of competent jurisdiction, as specified in Section 19 below, will, at the request of the Company, be entered on consent and enforced by any such court having jurisdiction over the Grantee. This relief would occur without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.
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19.
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Governing Law
. All questions concerning the construction, validity and interpretation of this Award shall be governed by and construed according to the law of the State of Illinois without regard to any state’s conflicts of law principles. Any disputes regarding this Award or Award Agreement shall be brought only in the state or federal courts of Illinois.
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20.
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Definitions
. Any capitalized terms used herein that are not otherwise defined below or elsewhere in this Award Agreement shall have the same meaning provided under the 2006 Omnibus Plan.
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a.
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“
Confidential Information
” means information concerning the Company and its business that is not generally known outside the Company, and includes (a) trade secrets; (b) intellectual property; (c) the Company’s methods of operation and Company processes; (d) information regarding the Company’s present and/or future products, developments, processes and systems, including invention disclosures and patent applications; (e) information on customers or potential customers, including customers’ names, sales records, prices, and other terms of sales and Company cost information; (f) Company personnel data; (g) Company business plans, marketing plans, financial data and projections; and (h) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.
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b.
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“
Fair Market Value
” for this purpose shall be the closing price for a share of Common Stock on the RSU Vesting Date, as reported for the New York Stock Exchange
-
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c.
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“
Leave of Absence
” means an approved leave of absence from Motorola Solutions or a Subsidiary from which the employee has a right to return to work, as determined by Motorola Solutions.
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d.
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“
Serious Misconduct
” for purposes of this Award Agreement means any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures.
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e.
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“
Subsidiary
” is any corporation or other entity in which a 50 percent or greater interest is held directly or indirectly by Motorola Solutions and which is consolidated for financial reporting purposes.
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f.
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“
Termination due to a Divestiture
” for purposes of this Award Agreement means if Grantee accepts employment with another company in direct connection with the sale, lease, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of Motorola Solutions or a Subsidiary, or if Grantee remains employed by a Subsidiary that is sold (a “Divestiture”).
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g.
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“
Total and Permanent Disability
” means for: (i) U.S. employees: entitlement to long term disability benefits under the Motorola Solutions Disability Income Plan, as amended and any successor plan or a determination of a permanent and total disability under a state workers compensation statute; or for
(ii)
Non-U.S. employees
: as established by applicable Motorola Solutions policy or as required by local regulations.
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21.
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Non-U.S. Employees
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Repatriation of payments
. As a condition to this Award, Grantee agrees to repatriate all payments attributable to the Units acquired under the 2006 Omnibus Plan in accordance with Grantee’s local foreign exchange rules and regulations. In addition, Grantee also agrees to take any and all actions, and consents to any and all actions taken by the Company and its local Subsidiaries, as may be required to allow the Company and its local Subsidiaries to comply with local foreign exchange rules and regulations.
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23
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Acceptance of Terms and Conditions.
By electronically accepting this Award within 30 days after the date of the electronic mail notification by the Company to Grantee of the grant of this Award (“
Email Notification Date
”), Grantee agrees to be bound by the foregoing terms and conditions, the 2006 Omnibus Plan, and any and all rules and regulations established by Motorola Solutions in connection with awards issued under the 2006 Omnibus Plan. If Grantee does not electronically accept this Award within 30 days of the Email Notification Date, Grantee will not be entitled to the Units.
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24.
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Plan Documents
. The 2006 Omnibus Plan and the Prospectus for the 2006 Omnibus Plan are available at
or from Global Rewards, 1303 East Algonquin Road, Schaumburg, IL 60196 (847) 576-7885.
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Recipient:
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Date of Expiration:
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Commerce ID#:
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Number of Options:
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Date of Grant:
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Exercise Price:
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Percentage
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Date
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1.
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I have reviewed this quarterly report on Form 10-Q of Motorola Solutions, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ GREGORY Q. BROWN
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Gregory Q. Brown
Chairman and Chief Executive Officer
Motorola Solutions, Inc.
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1.
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I have reviewed this quarterly report on Form 10-Q of Motorola Solutions, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ EDWARD J. FITZPATRICK
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Edward J. Fitzpatrick
Executive Vice President and
Chief Financial Officer
Motorola Solutions, Inc.
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(1)
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the quarterly report on Form 10-Q for the period ended
June 29, 2013
(the “Quarterly Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
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/s/ GREGORY Q. BROWN
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Gregory Q. Brown
Chairman and Chief Executive Officer
Motorola Solutions, Inc.
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(1)
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the quarterly report on Form 10-Q for the period ended
June 29, 2013
(the “Quarterly Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.
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/s/ EDWARD J. FITZPATRICK
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Edward J. Fitzpatrick
Executive Vice President and
Chief Financial Officer
Motorola Solutions, Inc.
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