result of having to move to an alternative source, that could have a negative impact on our business as a result of increased cost or delay in or inability to deliver our products or services. This risk may increase as a result of consolidation of certain suppliers of ours. We have experienced shortages in the past that have negatively impacted our results of operations and may experience such shortages in the future. In addition, credit constraints at our suppliers could cause us to accelerate payment of accounts payable by us, impacting our cash flow.

We have seen increases in the price of certain supplies as we no longer qualify for certain volume discounts compared to other customers of our suppliers given technology changes, our evolving portfolio and lower volumes than customers in other commercial industries. For certain supplies we have also experienced less support and focus from our suppliers as our spend has diminished relative to their other customers, making it more difficult for us to resolve gaps in supply due to unforeseen changes in forecast and demand. In addition, certain suppliers have and others may cancel or not extend contractual arrangements, which will not afford us with sufficient protection against a reduction or interruption in supplies. Moreover, in the event any of these suppliers breach their contracts with us, our legal remedies associated with such a breach may be insufficient to compensate us for any damages we may suffer.

Over the last several years we have outsourced portions of certain business operations like IT, HR information systems, manufacturing, repair, distribution and engineering services and expect to outsource additional business operations. This outsourcing limits our control over these business operations and exposes us to additional risk as a result of the actions of our outsource partners.

As we outsource more of our business operations we are not able to directly control these activities. Our outsource partners may not prioritize our business over that of their other customers and they may not meet our desired level of quality, performance, service, cost reductions or other metrics. Failure to meet key performance indicators may result in our being in default with our customers. In addition, we may rely on our outsource partners to secure materials from our suppliers with whom our outsource partners may not have existing relationships and we may be required to continue to manage these relationships even after we outsource certain business operations.

As we outsource business operations we become dependent on the IT systems of our outsource partners, including to transmit demand and purchase orders to suppliers, which can result in a delay in order placement. In addition, in an effort to reduce costs and limit their liabilities, our outsource partners may not have robust systems or make commitments in as timely a manner as we require.

In some cases the actions of our outsource partners may result in our being found to be in violation of laws or regulations like import or export regulations. As many of our outsource partners operate outside of the U.S., our outsourcing activity exposes us to information security vulnerabilities and increases our global risks. In addition, we are exposed to the financial viability of our outsource partners. Once a business activity is outsourced we may be contractually prohibited from or may not practically be able to bring such activity back within the Company or move it to another outsource partner. The actions of our outsource partners could result in reputational damage to us and could negatively impact our business, financial conditions, results of operations, and cash flows.

Our sales within a quarter are not linear, with a substantial percentage of products shipping in the final month of the quarter. This lack of linearity creates inefficiencies in our business performance and any interruption during this final month could have a substantial impact on our quarterly financial results.

On average, a substantial percentage of our quarterly sales ship in the final month of a quarter. Any interruption in our ability to ship products during this final month, such as unavailability of critical components, disruption to our manufacturing capabilities or disruptions in our distribution channel, will have a disproportionately large impact on our quarterly financial results, as we may be unable to recover in time to ship the products and recognize revenue in that quarter.

In addition, this lack of linearity results in inefficiencies in our financial performance, as we must invest in capacity and resources to support this business model, meaning we have underutilized operations during the first two months of the quarter. We also must maintain additional component inventory and engage in pre-builds of finished goods to mitigate the impact of this lack of linearity and meet potential last month demand. This could result in our carrying excess inventory, which is costly and may result in increased inventory obsolescence over time.

~~We face many risks relating to intellectual property rights.~~

Our business will be harmed if: (i) we, our customers and/or our suppliers are found to have infringed intellectual property rights of third-parties, (ii) the intellectual property indemnities in our supplier agreements are inadequate to cover damages and losses due to infringement of third-party intellectual property rights by supplier products, (iii) we are required to provide broad intellectual property indemnities to our customers, (iv) our intellectual property protection is inadequate to protect against threats of misappropriation from internal or external sources or otherwise inadequate to protect our proprietary rights, or (v) our competitors negotiate significantly more favorable terms for licensed intellectual property. We may be harmed if we are forced to make publicly available, under the relevant open-source licenses, certain internally developed software-related intellectual property as a result of either our use of open-source software code or the use of third-party software that contains open-source code.

Since our products are comprised of complex technology, much of which we acquire from suppliers through the purchase of components or licensing of software, we are often involved in or impacted by assertions, including both requests for licenses and litigation, regarding patent and other intellectual property rights. Third-parties have asserted, and in the future may assert, intellectual property infringement claims against us and against our customers and suppliers. Many of these assertions are

brought by non-practicing entities whose principle business model is to secure patent licensing-based revenue from product manufacturing companies. The patent holders often make broad and sweeping claims regarding the applicability of their patents to our products, seeking a percentage of sales as licenses fees, seeking injunctions to pressure us into taking a license, or a combination thereof. Defending claims may be expensive and divert the time and efforts of our management and employees. Increasingly, third-parties have sought broad injunctive relief which could limit our ability to sell our products in the U.S. or elsewhere with intellectual property subject to the claims. If we do not succeed in any such litigation, we could be required to expend significant resources to pay damages, develop non-infringing products or to obtain licenses to the intellectual property that is the subject of such litigation, each of which could have a negative impact on our financial results. However, we cannot be certain that any such licenses, if available at all, will be available to us on commercially reasonable terms. In some cases, we might be forced to stop delivering certain products if we or our customer or supplier are subject to a final injunction.

We attempt to negotiate favorable intellectual property indemnities with our suppliers for infringement of third-party intellectual property rights. However, there is no assurance that we will be successful in our negotiations or that a supplier's indemnity will cover all damages and losses suffered by us and our customers due to the infringing products or that a supplier will choose to accept a license or modify or replace its products with non-infringing products which would otherwise mitigate such damages and losses. Further, we may not be able to participate in intellectual property litigation involving a supplier and may not be able to influence any ultimate resolution or outcome that may negatively impact our sales if a court enters an injunction that enjoins the supplier's products or if the International Trade Commission issues an exclusionary order that blocks our products from importation into the U.S. Intellectual property disputes involving our suppliers have resulted in our involvement in International Trade Commission proceedings from time to time. These proceedings are costly and entail the risk that we will be subjected to a ban on the importation of our products into the U.S. solely as a result of our use of a supplier's components.

In addition, our customers increasingly demand that we indemnify them broadly from all damages and losses resulting from intellectual property litigation against them. These demands stem from the increasing trend of the non-practicing entities that engage in patent enforcement and litigation targeting the end users of our products. End users are targeted so the non-practicing entities can seek royalties and litigation judgments in proportion to the value of the use of our products, rather than in proportion to the cost of our products. Such demands can amount to many times the selling price of our products. Our patent and other intellectual property rights are important competitive tools and may generate income under license agreements. We regard our intellectual property as proprietary and attempt to protect it with patents, copyrights, trademarks, trade secret laws, confidentiality agreements and other methods. We also generally restrict access to and distribution of our proprietary information. Despite these precautions, it may be possible for a third-party to obtain and use our proprietary information or develop similar technology independently. In addition, effective patent, copyright, trademark and trade secret protection may be unavailable or limited in certain foreign countries. Unauthorized use of our intellectual property rights by third-parties and the cost of any litigation necessary to enforce our intellectual property rights could have a negative impact on our financial results.

As we expand our business, including through acquisitions, and compete with new competitors in new markets, the breadth and strength of our intellectual property portfolio in those new markets may not be as developed as in our longer-standing businesses. This may expose us to a heightened risk of litigation and other challenges from competitors in these new markets. Further, competitors may be able to negotiate significantly more favorable terms for licensed intellectual property than we are able to, which puts them at a competitive advantage.

We no longer own certain logos and other trademarks, trade names and service marks, including MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M logo and all derivatives and formatives thereof (“Motorola Marks”) and we license the Motorola Marks from Motorola Trademark Holdings, LLC (“MTH”), which is currently owned by Motorola Mobility, a subsidiary of Lenovo. Our joint use of the Motorola Marks could result in product and market confusion and negatively impact our ability to expand business under the Motorola brand. In addition, if we do not comply with the terms of the license agreement we could lose our rights to the Motorola Marks. Because of the change of control of Motorola Mobility, which is now owned by Lenovo, we may find that an incompatible third-party owns the Motorola Marks.

We have a worldwide, perpetual and royalty-free license from MTH to use the Motorola Marks as part of our corporate name and in connection with the manufacture, sale, and marketing of our current products and services. The license of the Motorola Marks is important to us because of the reputation of the Motorola brand for our products and services. There are risks associated with both Motorola Mobility and the Company using the Motorola Marks and with this loss of ownership. As both Motorola Mobility and the Company will be using the Motorola Marks, confusion could arise in the market, including customer confusion regarding the products offered by and the actions of the two companies. Motorola Mobility was acquired by Lenovo in 2014, which resulted in Lenovo having effective control over the Motorola Marks. This risk could increase as both Motorola Mobility's and our products continue to converge. This risk could increase under Lenovo's control if they expand their use of the Motorola Marks. Also, any negative publicity associated with either company in the future could adversely affect the public image of the other. In addition, because our license of the Motorola Marks will be limited to products and services within our specified fields of use, we will not be permitted to use the Motorola Marks in other fields of use without the approval of Motorola Mobility, which is now controlled by Lenovo. In the event that we desire to expand our business into any other fields of use, we may need to do so with a brand other than the Motorola brand. Developing a brand as well-known and with as much brand equity as Motorola could take considerable time and expense. The risk of needing to develop a second brand increases as Motorola Mobility's and our products continue to converge and if our business expands into other fields of use. In addition, we could lose our rights to use the Motorola Marks if we do not comply with the terms of the license agreement. Such a loss could negatively affect our business, results of operations and financial condition. Furthermore, MTH has the right to license the brand to third-parties and either Motorola Mobility or licensed third-parties may use the brand in ways that make the brand less attractive for

customers of Motorola Solutions, creating increased risk that Motorola Solutions may need to develop an alternate or additional brand. In 2013 Motorola Mobility modified certain Motorola Marks used by the Company. Motorola Mobility may require the Company to adopt the use of the modified Motorola Marks, which would result in the Company incurring the costs of rebranding.

In addition, neither Motorola Mobility nor Lenovo are prohibited from selling the Motorola Marks. In the event of a liquidation of Motorola Mobility or the then owner of the Motorola Marks, it is possible that a bankruptcy court would permit the Motorola Marks to be assigned to a third-party. While our right to use the Motorola Marks under our license should continue in our specified field of use in such situations, it is possible that we could be party to a license arrangement with a third-party whose interests are incompatible with ours, thereby potentially making the license arrangement difficult to administer, and increasing the costs and risks associated with sharing the Motorola Marks. In addition, there is a risk that, in the event of a bankruptcy of Motorola Mobility or the then owner of the Motorola Marks, Motorola Mobility, the then owner or its bankruptcy trustee may attempt to reject the license, or a bankruptcy court may refuse to uphold the license or certain of its terms. Such a loss could negatively affect our business, results of operations and financial condition.

We utilize the services of subcontractors to perform under many of our contracts and the inability of our subcontractors to perform in a timely and compliant manner could negatively impact our ability to comply with our performance obligations as the prime contractor.

We engage subcontractors, including third-party integrators, on many of our contracts and as we expand our solutions and services business our use of subcontractors has and will continue to increase. Our subcontractors may further subcontract performance and may supply third-party products and software from a number of smaller companies. We may have disputes with our subcontractors, including disputes regarding the quality and timeliness of work performed by the subcontractor or its subcontractors and the functionality, warranty and indemnities of products, software and services supplied by our subcontractor. We are not always successful in passing down customer requirements to our subcontractors, and thus in some cases may be required to absorb contractual risks from our customers without corresponding back-to-back coverage from our subcontractor. Even when we are able to pass down customer requirements to our subcontractors, sometimes those subcontractors have less financial resources than we do, and a customer may look to us to cover a loss or damage. Our subcontractors may not be able to acquire or maintain the quality of the materials, components, subsystems and services they supply, or secure preferred warranty and indemnity coverage from their suppliers which might result in greater product returns, service problems, warranty claims and costs and regulatory compliance issues. Any of the foregoing could harm our business, financial condition and results of operations.

Failure of our suppliers, subcontractors, distributors, resellers and representatives to use acceptable legal or ethical business practices and adhere to our Supplier Code of Conduct or our Human Rights Policy could negatively impact our business.

It is our policy to require our suppliers, subcontractors, distributors, resellers, and third-party sales representatives (“TPSRs”) to operate in compliance with applicable laws, rules and regulations regarding working conditions, employment practices, environmental compliance, anti-corruption and trademark and copyright licensing. However, we do not control their labor and other business practices. If one of our suppliers, subcontractors, brokers, distributors, resellers, or TPSRs violates labor or other laws or implements labor or other business practices that are regarded as unethical, the shipment of finished products to us could be interrupted, orders could be canceled, relationships could be terminated and our reputation could be damaged. If one of our suppliers or subcontractors fails to procure necessary license rights to trademarks, copyrights or patents, legal action could be taken against us that could impact the salability of our products and expose us to financial obligations to a third-party. Any of these events could have a negative impact on our sales and results of operations.

~~Our employees, customers, suppliers and outsource partners are located throughout the world and, as a result, we face risks that other companies that are not global may not face.~~

Our customers and suppliers are located throughout the world. In 2018, 41% percent of our revenue was generated outside the U.S. In addition, we have a number of research and development, administrative and sales facilities outside the U.S. and 55% of our employees are employed outside the U.S. Most of our suppliers' operations are outside the U.S. and a significant portion of our products are manufactured outside the U.S., both internally and by third-parties.

Most of our products that are manufactured by or for us outside the U.S. are manufactured in Malaysia. If manufacturing in our facility, or a facility manufacturing products for us, in Malaysia is disrupted, our overall capacity would be significantly reduced and our business, financial condition, results of operation, and cash flows could be negatively impacted.

Because we have sizable sales and operations, including outsourcing and procurement arrangements, outside of the U.S., we have more complexity in our operations and are exposed to a unique set of global risks that could negatively impact our business, financial condition, results of operations, and cash flows, including but not limited to: (i) currency fluctuations, (ii) import/export regulations, tariffs, trade barriers and trade disputes, customs classifications and certifications, including but not limited to changes in classifications or errors or omissions related to such classifications and certifications, (iii) changes in U.S. and non-U.S. rules related to trade, environmental, health and safety, technical standards, consumer and intellectual property and consumer protection, (iv) longer payment cycles, (v) tax issues, such as tax law changes, variations in tax laws from country to country and as compared to the U.S., obligations under tax incentive agreements, difficulties in repatriating cash generated or held abroad in a tax-efficient manner and difficulties in securing local country approvals for cash repatriations, (vi) changes in foreign exchange regulations, (vii) challenges in collecting accounts receivable, (viii) cultural and language differences, (ix) employment regulations and local labor conditions, (x) privacy and data protection regulations and restrictions, (xi) difficulties protecting intellectual property in foreign countries, (xii) instability in economic or political conditions, including inflation, recession

and actual or anticipated military or political conflicts and terrorism, (xiii) natural disasters, (xiv) public health issues or outbreaks, (xv) changes in laws or regulations that negatively impact benefits being received by us or that require costly modifications in products sold or operations performed in such countries, (xvi) litigation in foreign court systems and foreign enforcement or administrative proceedings, and (xvii) applicability of anti-corruption laws including the Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act.

We have a number of employees, contractors, representatives and agents in, and sell our products and services throughout, the Middle East and our operations, as well as demand for our products and services, could be negatively impacted by political conflicts and hostilities in this region. The potential for future unrest, terrorist attacks, increased global conflicts, hostility against U.S.-based multinational companies and the escalation of existing conflicts has created worldwide uncertainties that have negatively impacted, and may continue to negatively impact, demand for certain products of ours.

We also are subject to risks that our operations could be impacted by our employees, contractors, representatives or agents in ways that violate the FCPA, the U.K. Bribery Act, or other similar anti-corruption laws. While we have policies and procedures to comply with these laws, our employees, contractors, representatives and agents may take actions that violate our policies. Any such violations could have a negative impact on our business. Moreover, we face additional risks that our anti-corruption policies and procedures may be violated by TPSRs or other third-parties that help sell our products or provide other solutions and services, because such TPSRs and other third-parties are not our employees, and, it is therefore more difficult to oversee and control their conduct.

Many of our components and some of our products, including software, are developed and/or manufactured by third-parties and in some cases designed by third-parties and if such third-parties lack sufficient quality control, change the design of components or if there are significant changes in the financial or business condition of such third-parties, it may have a negative impact on our business.

We rely on third-parties to develop and/or manufacture many of our components and some of our finished products, and to design certain components and finished products, as well as provide us with software necessary for the operation of those products and we may increase our reliance on such third-parties in the future. We could have difficulties fulfilling our orders and our sales and profits could decline if: (i) we are not able to engage such third-parties with the capabilities or capacities required by our business, (ii) such third-parties lack sufficient quality control or fail to deliver quality components, products, services or software on time and at reasonable prices, or deliver products, services or software that do not meet regulatory or industry standards or requirements, (iii) if there are significant changes in the financial or business condition of such third-parties, (iv), our third party providers fail to comply with legal or regulatory requirements, or (v) if we have difficulties transitioning operations to such third-parties.

Because of the long life-cycle of many of our products, we need access to limited quantities of components for manufacturing and repair and suppliers have been and may continue to be unwilling to manufacture such components or may only do so at high prices. Certain key component suppliers are reducing the expected lifetime of key components, in particular semiconductor and electrical components, on some of our products. This could result in the need for more frequent product redesigns and increased engineering costs on some products or costly last time buys, which may negatively impact our financial performance. In addition, we may be unable to meet our repair obligations to our customers.

~~We are exposed to risks under large, multi-year system and services contracts that may negatively impact our business.~~

We enter into large, multi-year system and services contracts with large municipal, state, and nationwide government and commercial customers. In some cases we may not be the prime contractor and may be dependent on other third-parties such as commercial carriers or systems integrators. This exposes us to risks, including among others: (i) technological risks, especially when the contracts involve new technology, (ii) risk of defaults by third-parties on whom we are relying for products or services as part of our offering or who are the prime contractors, (iii) financial risks, including the estimates inherent in projecting costs associated with large, long-term contracts, the impact of currency fluctuations, inflation, and the related impact on operating results, (iv) cybersecurity risk, especially in managed services contracts with public safety and commercial customers that process data, and (v) political risk, especially related to the contracts with government customers. In addition, multi-year awards from governmental customers may often only receive partial funding initially and may typically be cancelable on short notice with limited penalties. Recovery of front loaded capital expenditures in long-term managed services contracts is dependent on the continued viability of such customers. The termination of funding for a government program or insolvency of commercial customer could result in a loss of anticipated future revenue attributable to that program, which could have an adverse impact on our profitability.

Our success depends in part on our timely introduction of new products and technologies and our results can be impacted by the effectiveness of our significant investments in new products and technologies.

The markets for certain products of ours are characterized by changing technologies and evolving industry standards. In some cases it is unclear what specific technology will be adopted in the market or what delivery model will prevail, including whether public safety broadband (LTE and 5G) will be delivered via private networks, public carriers or some combination thereof. In addition, new technologies such as voice over LTE and 5G or push-to-talk clients over LTE and 5G could reduce sales of our traditional products. The shift to smart public safety and the prevalence of data in our customer use cases results in our competing in a more fragmented marketplace. In addition, new technologies and new competitors continue to enter our markets at a faster pace than we have experienced in the past, resulting in increased competition from non-traditional suppliers, including public carriers, telecom equipment providers, consumer device manufacturers and software companies. New products

are expensive to develop and bring to market and additional complexities are added when this process is outsourced as we have done in certain cases or as we increase our reliance on third-party content and technology. Our success depends, in substantial part, on the timely and successful introduction of new products, upgrades and enhancements of current products to comply with emerging industry standards, laws and regulations, including country specific proprietary technology requirements, and to address competing technological and product developments carried out by our competitors. Developing new technologies to compete in a specific market may not be financially viable, resulting in our inability to compete in that market. The R&D of new, technologically-advanced products is a complex and uncertain process requiring high levels of innovation and investment, as well as the accurate anticipation of technology and market trends. Many of our products and systems are complex and we may experience delays in completing development and introducing new products or technologies in the future. We may focus our resources on technologies that do not become widely accepted or are not commercially viable or involve compliance obligations with additional areas of regulatory requirements.

Our results are subject to risks related to our significant investment in developing and introducing new products. These risks include among others: (i) difficulties and delays in the development, production, testing and marketing of products, particularly when such activities are done through third-parties, (ii) customer acceptance of products, (iii) the development of, approval of, and compliance with industry standards and regulatory requirements, (iv) the significant amount of resources we must devote to the development of new technologies, and (v) the ability to differentiate our products and compete with other companies in the same markets.

If the quality of our products does not meet our customers' expectations or regulatory or industry standards, then our sales and operating earnings, and ultimately our reputation, could be negatively impacted.

Some of the products we sell may have quality issues resulting from the design or manufacture of the product, or from the software used in the product. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. Often these issues are identified prior to the shipment of the products and may cause delays in shipping products to customers, or even the cancellation of orders by customers. Sometimes, we discover quality issues in the products after they have been shipped to our customers, requiring us to resolve such issues in a timely manner that is the least disruptive to our customers, particularly in light of the mission-critical nature of our communications products. Such pre-shipment and post-shipment quality issues can have legal, financial and reputational ramifications, including: (i) delays in the recognition of revenue, loss of revenue or future orders, (ii) customer-imposed penalties for failure to meet contractual requirements, (iii) increased costs associated with repairing or replacing products, and (iv) a negative impact on our goodwill and brand name reputation.

In some cases, if the quality issue affects the product's performance, safety or regulatory compliance, then such a “defective” product may need to be “stop-shipped” or recalled. Depending on the nature of the quality issue and the number of products in the field, it could cause us to incur substantial recall or corrective field action costs, in addition to the costs associated with the potential loss of future orders and the damage to our goodwill or brand reputation. In addition, we may be required, under certain customer contracts, to pay damages for failed performance that might exceed the revenue that we receive from the contracts. Recalls and field actions involving regulatory non-compliance could also result in fines and additional costs. Recalls and field actions could result in third-party litigation by persons or companies alleging harm or economic damage as a result of the use of the products.

We completed a number of large divestitures in the past and could have potential liabilities associated with those transactions and the businesses we divested. In addition, these divestitures have resulted in less diversity of our business and our customer base, which could negatively impact our financial results in the event of a downturn in our mission-critical communications business.

In the past, we have spun-off or sold a number of large businesses, including Motorola Mobility, our Networks business and our Enterprise business. In connection with our divestitures we typically remain liable for certain pre-closing liabilities associated with the divested business, such as pension liabilities, taxes, employment, environmental liabilities and litigation. Even though we establish reserves for any expected ongoing liability associated with divested businesses, those reserves may not be sufficient if unexpected liabilities arise and this could negatively impact our financial condition and future results of operations.

Because we are now singularly focused on mission-critical communications for public safety and commercial customers we have less diversity in our business and our customer base. A downturn in this business could have a greater negative impact on our financial results than when we were a more diversified communications provider.

We may not have the ability to settle the remaining principal amount of $800 million of the 2% Senior Convertible Notes (the "Senior Convertible Notes") in cash in the event of conversion or to repurchase the Senior Convertible Notes upon the occurrence of a fundamental change, which could have a material effect on our reported financial results.

~~Our Senior Convertible Notes are convertible any time. In the event of conversion, the Company currently intends to settle the principal amount of the Senior Convertible Notes in cash.~~

Under certain circumstances, convertible debt instruments (such as the Senior Convertible Notes) that may be settled entirely or partially in cash are evaluated for their impact on earnings per share utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of the Senior Convertible Notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the Senior Convertible Notes exceeds their principal amount. Under the treasury stock method the number of shares outstanding for purposes of calculating diluted earnings per share includes the number of shares that would be required to settle the excess of the conversion value of the Senior Convertible Notes, if any, over the principal amounts of the Senior Convertible Notes (which would be settled in cash). The

conversion value of the Senior Convertible Notes will exceed the principal amount of the notes to the extent the trading price of a share of our stock exceeds the effective conversion price as of the conversion date.

If we do not have adequate cash available, either from cash on hand, funds generated from operations or existing financing arrangements, or we cannot obtain additional financing arrangements, we may not be able to settle the principal amount of the Senior Convertible Notes in cash and, in the case of settlement of conversion elections, will be required to settle the principal amount of the Senior Convertible Notes in stock. If we settle any portion of the principal amount of the Senior Convertible Notes in stock, it will result in immediate, and possibly material, dilution to the interests of existing security holders.

Following any conclusion that we no longer have the ability to settle the Senior Convertible Notes in cash, we will be required on a going forward basis to change our accounting policy for earnings per share from the treasury stock method to the if-converted method. Earnings per share will most likely be significantly lower under the if-converted method as compared to the treasury stock method.

Our ability to repurchase the Senior Convertible Notes in cash upon the occurrence of a fundamental change or make any other required payments may be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time. Our failure to repurchase the Senior Convertible Notes when required would result in an event of default with respect to the Senior Convertible Notes and may constitute an event of default or prepayment under, or result in the acceleration of the maturity of, our then-existing indebtedness.

Tax matters could have a negative impact on our financial condition and results of operations.

We are subject to income taxes in the U.S. and numerous foreign tax jurisdictions. Our provision for income taxes and cash tax liability may be negatively impacted by: (i) changes in the mix of earnings taxable in jurisdictions with different statutory tax rates, (ii) changes in tax laws and accounting principles, (iii) changes in the valuation of our deferred tax assets and liabilities, (iv) failure to meet commitments under tax incentive agreements, (v) discovery of new information during the course of tax return preparation, (vi) increases in non-deductible expenses, or (vii) ~~difficulties in~~ repatriating cash held ~~abroad in a tax-efficient manner.~~

As of December 22, 2017 the U.S. enacted wide-sweeping tax law changes that will impact our provision for income taxes. Certain provisions included in the legislation, primarily related to the taxation of non-U.S. income, do not contain sufficient details for us to determine the specific financial impact on the Company in future years. The future guidance or interpretations of the new law could result in an increase to our U.S. tax liability and a resulting negative impact on our future operating results.abroad.

Tax audits may also negatively impact our business, financial condition and results of operations. We are subject to continued examination of our income tax returns, and tax authorities may disagree with our tax positions and assess additional tax. We regularly evaluate the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuing examinations will not have a negative impact on our future financial condition and operating results.

Certain tax policy efforts, including the ~~Organisation~~Organization for Economic Co-operation and Development’s ("OECD") Base Erosion and Profit Shifting ("BEPS") Project, the European Commission’s state aid investigations, and other initiatives could have an adverse effect on the taxation of international businesses. Furthermore, many of the countries where we are subject to taxes, including the U.S, are independently evaluating their tax policy and we may see significant changes in legislation and regulations concerning taxation. Certain countries have already enacted legislation which could affect international businesses, and other countries have become more aggressive in their approach to audits and enforcement of their applicable tax laws. Such changes, to the extent they are brought into tax legislation, regulations, policies, or practices, could increase our effective tax rates in many of the countries where we have operations and have an adverse effect on our overall tax rate, along with increasing the complexity, burden and cost of tax compliance, all of which could impact our operating results, cash flows and financial condition.

~~Our success depends in part upon our ability to attract, retain and prepare succession plans for senior management and key employees.~~

The performance of our CEO, senior management and other key employees is critical to our success. If we are unable to retain talented, highly-qualified senior management and other key employees or attract them when needed, it could negatively impact our business. We rely on the experience of our senior management, most of whom have been with the Company for many years and as a result have specific knowledge relating to us and our industry that is difficult to replace and competition for management with experience in the communications industry is intense. A loss of the CEO, a member of senior management or key employee particularly to a competitor could also place us at a competitive disadvantage. Further, if we fail to adequately plan for the succession of our CEO, senior management and other key employees, our business could be negatively impacted.

It may be difficult for us to recruit and retain the types of engineers and other highly-skilled employees that are necessary to remain competitive and layoffs of such skilled employees as a result of divestitures, restructuring activities or cost reductions may benefit our competitors.

Competition for key technical personnel in high-technology industries is intense. As we expand our solutions and services business, we now have increased demand for technical personnel in areas like software development, which is an area of particularly high demand for skilled employees. We believe that our future success depends in large part on our continued ability to hire, assimilate, retain and leverage the skills of qualified engineers and other highly-skilled personnel needed to develop successful new products or services. We may not be as successful as our competitors at recruiting, assimilating, retaining and utilizing these highly-skilled personnel, which could have a negative impact on our business. In addition, as we have divested

businesses and restructured our operations we have, in some cases, had to layoff engineers and other highly-skilled employees. If these employees were to go to work for our competitors it could have a negative impact on our business.

~~Returns on pension and retirement plan assets and interest rate changes could affect our earnings and cash flows in future periods.~~

Although we made a voluntary contribution into the U.S. pension plan in early 2018, we continue to have large underfunded pension obligations, in part resulting from the fact that we retained almost all of the U.S. pension liabilities and a major portion of our non-U.S. pension liabilities following our divestitures, including the distribution of Motorola Mobility, the sale of our Networks business and the sale of our Enterprise business. The funding position of our pension plans is affected by the performance of the financial markets, particularly the equity and debt markets, and the interest rates used to calculate our pension obligations for funding and expense purposes. Minimum annual pension contributions are determined by government regulations and calculated based upon our pension funding status, interest rates, and other factors. If the financial markets perform poorly, we have been and could be required to make additional large contributions. The equity and debt markets can be volatile, and therefore our estimate of future contribution requirements can change dramatically in relatively short periods of time. Similarly, changes in interest rates can affect our contribution requirements. In volatile capital market environments, the uncertainty of material changes in future minimum required contributions increases.

~~Changes in our operations or sales outside the U.S. markets could result in lost benefits in impacted countries and increase our cost of doing business.~~

We have entered into various agreements with non-U.S. governments, agencies or similar organizations under which we receive certain benefits relating to its operations and/or sales in the jurisdiction. If our circumstances change, and operations or sales are not at levels originally anticipated, we may be at risk of having to reimburse benefits already granted, and losing some or all of these benefits and increasing our cost of doing business.

We transferred a significant portfolio of intellectual property rights, including patents, to Motorola Mobility and Zebra and we are unable to leverage these intellectual property rights as we did prior to the distribution of Motorola Mobility or the sale of our Enterprise business.

We contributed approximately 17,200 granted patents and approximately 8,000 pending patent applications worldwide to Motorola Mobility in connection with the distribution. We also transferred approximately 2,700 granted patents and approximately 800 pending patent applications to Zebra in connection with the sale of the Enterprise business. Although we have a worldwide, perpetual, royalty-free license to these patents and other intellectual property rights, we no longer own them. As a result we are unable to leverage these intellectual property rights for purposes of generating licensing revenue or entering into favorable licensing arrangements with third-parties. As a result we may incur increased license fees or litigation costs. Although we cannot predict the extent of such unanticipated costs, it is possible such costs could negatively impact our financial results.

We are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws that continue to expand and could impact our ability to grow our business, could subject us to unexpected costs and liabilities and could impact our financial performance.

Our operations and the products we manufacture are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental laws. Compliance with such existing or future laws could subject us to future costs or liabilities, impact our production capabilities, constrict our ability to sell, expand or acquire facilities, restrict what products and services we can offer, and generally impact our financial performance. Some of these laws are environmental and relate to the use, disposal, clean up of, and exposure to certain substances. For example, in the U.S., laws often require parties to fund remedial studies or actions regardless of fault and often times in response to action or omissions that were legal at the time they occurred. We continue to incur disposal costs and have ongoing remediation obligations. Changes to environmental laws or our discovery of additional obligations under these laws could have a negative impact on our financial performance.

Laws focused on: (i) the energy efficiency of electronic products and accessories, (ii) recycling of both electronic products and packaging, (iii) reducing or eliminating certain hazardous substances in electronic products, and (iv) the use and transportation of batteries continue to expand significantly. Laws pertaining to accessibility features of electronic products, standardization of connectors and power supplies, the use and transportation of lithium-ion batteries and other aspects of our products are also proliferating. There are also demanding and rapidly changing laws around the globe related to issues such as product safety, radio interference, radio frequency radiation exposure, medical related functionality, use of products with video functionality, and consumer and social mandates pertaining to use of wireless or electronic equipment. These laws, and changes to these laws, could have a substantial impact on whether we can offer certain products, solutions and services, on product costs, and on what capabilities and characteristics our products or services can or must include.

These laws could impact our products and negatively affect our ability to manufacture and sell products competitively. We expect these trends to continue. In addition, we anticipate that we will see increased demand to meet voluntary criteria related to reduction or elimination of certain constituents from products, increasing energy efficiency, and providing additional accessibility.

We may be unable to obtain components and parts that are verified to be Democratic Republic of Congo ("DRC") Conflict-Free, which could result in reputational damage if we disclose that our products include minerals that have been identified as “not found to be DRC Conflict-Free” or if we disclose that we are unable to determine whether such minerals are included in our products.

The Dodd-Frank Wall Street Reform and Consumer Protection Act included disclosure requirements regarding the use of tin, tantalum, tungsten and gold (which are defined as “conflict minerals”) in our products and if the origin of these materials were from the DRC or an adjoining country. If the minerals originated from the DRC or an adjoining country then a company must disclose the measures it has taken to exercise due diligence and chain of custody to prevent the sourcing of such minerals that have been found to be financing conflict in the DRC. There is a limited pool of suppliers who can provide verifiable DRC Conflict-Free components and parts, particularly since our supply chain is complex. As a result, we may be required to publicly disclose that we are not currently able to determine if the products we manufactured in 2018 are DRC Conflict-Free. For future reporting years, if the industry systems that we are relying on are not mature enough for us to make a definitive Conflict-Free determination, we may have to declare our products as “not found to be DRC Conflict-Free,” or such other definitional standard as determined by the SEC and/or the judicial system and we may face reputational challenges with our customers, other stockholders and the activist community as a result. In addition, the E.U. has passed conflict minerals legislation which may have an impact on our reporting obligations and compliance programs in Europe.

~~Any system or network disruption could have a negative impact on our operations, sales and operating results.~~

We rely extensively on our information systems to manage our business operations. Our systems are subject to damage or interruption from various sources, including power outages, computer and telecommunications failures, computer viruses, cybersecurity breaches, vandalism, severe weather conditions, catastrophic events, terrorism, and human error, and our disaster recovery planning cannot account for all eventualities. If our systems are damaged, fail to function properly, or otherwise become compromised or unavailable, we may incur substantial costs to repair or replace them, and we may experience loss of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business and operating results. While we have significantly reduced our reliance on a number of older legacy information systems that are harder to maintain we could negatively impact our operations and financial results. In addition, as we have outsourced more of our business operations we have increased our dependence on the IT systems of our outsourced business partners which are not under our direct management or control. Any disruption to either those outsourced systems or the communication links between Motorola Solutions and the outsourced supplier, may negatively impact our ability to manufacture, distribute, or repair products. We may incur additional costs to remedy the damages caused by these disruptions.

Item 1B: Unresolved Staff Comments

None.

Item 2: Properties

Motorola Solutions' Global Headquarters office is located at 500 W. Monroe Street, Chicago, Illinois 60661. Motorola Solutions also operates manufacturing facilities and sales offices in other U.S. locations and in many other countries.

As of ~~December 31, 2018, we: (i) owned two~~February 1, 2021, the material properties that we used in connection with our business, serving all segments, are as follows:


Location	Approximate Size in Sq. Ft. (In thousands)	Owned vs. Leased	Purpose
Schaumburg, Illinois, U.S.	345	Leased	Research & development and customer support
Elgin, Illinois, U.S.	301	Leased	Manufacturing and distribution
Krakow, Poland	301	Leased	Research & development and corporate administrative
Penang, Malaysia	300	Leased	Manufacturing and distribution, research & development and corporate administrative
Plantation, Florida, U.S.	209	Leased	Corporate administrative
Chicago, Illinois, U.S.	206	Leased	Corporate administrative (global headquarters)
Tel Aviv, Israel	202	Leased	Research & development and corporate administrative
Basingstoke, UK	167	Owned	Corporate administrative
British Columbia, Canada	152	Leased	Manufacturing and distribution and corporate administrative
Allen, Texas, U.S.	138	Owned	Manufacturing and distribution and corporate administrative
Richardson, Texas, U.S.	136	Leased	Manufacturing and distribution

In addition to the properties described in the table, as of February 1, 2021, we leased 233 facilities, ~~(manufacturing and office), both~~103 of which were located in ~~Europe, (ii) leased 239 facilities, 132~~North America and 130 of which were located ~~in the Americas region and 107~~outside of which were located in other countries and (iii) primarily utilized three major facilities for the manufacturing and distribution of our products, located in: Penang, Malaysia; Elgin, Illinois; and Berlin, Germany. Motorola Solutions sold its Penang, Malaysia facility and manufacturing operations to Sanmina Corporation ("Sanmina") on February 1, 2016.North America.

We generally consider the productive capacity of our manufacturing facilities to be adequate and sufficient for our requirements. The extent of utilization of each manufacturing facility varies throughout the year.

In 2018, approximately 40% of our products were manufactured in Illinois and approximately 55% of our products were manufactured in Penang. We rely on third-party providers in order to enhance our ability to lower costs and deliver products that meet demand. If manufacturing in Penang or Illinois were disrupted, our overall productive capacity could be significantly reduced.

Item 3: Legal Proceedings

We are a defendant in various lawsuits, claims, and actions, which arise in the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position ~~liquidity,~~ or ~~results of operations.~~liquidity. However, an unfavorable resolution could have a material adverse effect on our ~~consolidated financial position, liquidity, or~~ results of operations in the periods in which the matters are ultimately resolved, or in the periods in which more information is obtained that changes management's opinion of the ultimate disposition.

Item 4: Mine Safety Disclosures

Not applicable.

Information about our Executive Officers ~~of the Registrant~~

The following are the persons who ~~were~~are the executive officers of ~~Motorola Solutions,~~the Company, their ages, and ~~their~~ current titles as of February ~~15, 2019~~12, 2021 and the positions they have held during the last five years with the Company or as otherwise noted:

Gregory Q. Brown; age ~~58;~~60; Chairman and Chief Executive Officer since May 3, 2011.

~~Gino A. Bonanotte; age 54; Executive Vice President and Chief Financial Officer since November 13, 2013.~~

Mark S. Hacker; age ~~47;~~49; Executive Vice President, General Counsel and Chief Administrative Officer since January 21, ~~2015; and Senior Vice President and General Counsel from June 2013 to January~~ 2015.

Kelly S. Mark; age ~~47;~~49; Executive Vice President, Software and Services ~~& Software~~ since August 28, 2018; Senior Vice President, Managed &and Support Services from July 2017 to August 2018; and Corporate Vice President, Managed &and Support Services from August 2015 to July ~~2017; and Corporate Vice President, Strategy from May 2011 to August 2015.~~2017.

John P. "Jack" Molloy; age ~~47;~~49; Executive Vice President, Products &and Sales since August 28, 2018; Executive Vice President, Worldwide Sales and Services from July 2017 to August 2018; and Executive Vice President, Worldwide Sales from January 2016 to July 2017; Executive Vice President, Americas Sales & Services from November 2015 to January 2016; Senior Vice President, The Americas Sales & Marketing from September 2015 to November 2015; and Senior Vice President, North America Sales from January 2014 to August 2015.2017.

Rajan S. Naik; age ~~47;~~49; Senior Vice President, ~~Chief~~ Strategy ~~& Innovation Officer~~and Ventures, since December 2017; and Corporate Vice President, Chief Strategy Officer from March 2016 to December ~~2017; and Senior Vice President, Chief Strategy Officer, Advanced Micro Devices, Inc. from January 2012 to February 2015.~~2017.

Daniel G. Pekofske; age ~~42;~~44; Corporate Vice President and Chief Accounting Officer since September 10, 2018; and Vice President and Treasurer from January 2016 to September ~~2018;~~2018.

Jason J. Winkler; age 46; Executive Vice President and ~~Assistant Treasurer~~Chief Financial Officer since July 1, 2020; Senior Vice President, Finance from ~~March 2015~~September 2018 to ~~January 2016;~~June 2020; Corporate Vice President, Finance, Global Sales & Services from February 2016 to September 2018; and Vice President and ~~Assistant Controller~~Director, North America, Finance from ~~February~~January 2014 to ~~March 2015; and Senior Director, Finance from December 2012 to~~ February ~~2014.~~2016.

Cynthia M. Yazdi; age ~~54;~~56; Senior Vice President, Chief of Staff, Marketing &and Communications and Motorola Solutions Foundation since August 28, 2018; Corporate Vice President, Chief of Staff to the Chairman and CEO, Global Marketing and Communications from February 2018 to August 2018; Vice President, Chief of Staff, Global Marketing and Communications from September 2016 to February 2018; and Vice President, Chief of Staff from August 2015 to September ~~2016; and Senior Director, Sales Operations for Asia Pacific from January 2013 to August 2015.~~2016.

The above executive officers will serve as executive officers of ~~Motorola Solutions~~the Company until the regular meeting of the Board of Directors in May ~~2019~~2021 or until their respective successors are elected. There is no family relationship between any of the executive officers listed above.

PART II

Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Motorola Solutions' common stock is listed on the New York Stock ~~Exchange.~~Exchange and trades under the symbol "MSI." The number of stockholders of record of its common stock on February 1, ~~2019~~2021 was~~26,760~~.21,690. This figure does not include a substantially greater number of “street name” holders whose shares are held of record by banks, brokers and other financial institutions.

~~Information regarding securities authorized~~During 2020, we declared regular quarterly dividends of $0.64 per share of our common stock for ~~issuance under equity compensation plans is incorporated by reference to~~each of the ~~information under the caption “Equity Compensation Plan Information”~~first three quarters of ~~Motorola Solutions’ Proxy Statement~~fiscal 2020, and $0.71 per share of our common stock for the ~~2019 Annual Meeting~~fourth quarter of ~~Stockholders. The remainder~~fiscal 2020. While we expect to continue to pay comparable regular quarterly dividends in 2021, any future dividend payments will be at the discretion of our Board of Directors and will depend upon our profits, financial requirements and other factors, including legal restrictions on the ~~response to this Item incorporates by reference Note 16, “Quarterly~~payment of dividends, general business conditions and ~~Other Financial Data (unaudited)”~~such other factors as our Board of ~~the notes to consolidated financial statements appearing under “Item 8: Financial Statements and Supplementary Data.’’~~Directors deems relevant.

The following table provides information with respect to acquisitions by the Company of shares of its common stock during the quarter ended December 31, ~~2018.~~2020.

Issuer Purchases of Equity Securities

~~ISSUER PURCHASES OF EQUITY SECURITIES~~

Period
(a) Total Number
of Shares
Purchased

(b) Average Price
Paid per
Share ⁽¹⁾

(c) Total Number
of Shares Purchased
as Part of Publicly
Announced Plans
or Program ⁽²⁾

(d) Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Program⁽²⁾
09/27/18 to 10/24/18 —
$ —
—
$ 1,642,593,206
10/25/18 to 11/20/18 485,945
$ 125.97
485,945
$ 1,581,377,757
11/21/18 to 12/27/18 40,254
$ 124.23
40,254
$ 1,576,377,038
Total 526,199
$ 125.84
526,199


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share (1)		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program (2)	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program (2)
09/24/20 to 10/21/20	248,983	$	156.39	248,983	$	780,660,139
10/22/20 to 11/18/20	243,631	$	165.48	243,631	$	740,343,034
11/19/20 to 12/29/20	545,846	$	168.10	545,846	$	648,585,495
Total	1,038,460	$	164.68	1,038,460



(1)
~~(1)~~	Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.
(2)		~~Through a series of actions,~~As originally announced on July 28, 2011, and subsequently amended, the board of directors has authorized the Company to repurchase an aggregate amount of up to $14.0 billion of its outstanding shares of common stock (the “share repurchase program”). The share repurchase program does not have an expiration date. As of December 31, ~~2018,~~2020, the Company had used approximately ~~$12.4~~$13.4 billion, including transaction costs, to repurchase shares.

~~PERFORMANCE GRAPH~~Performance Graph

The following graph compares the five-year cumulative total returns of Motorola Solutions, Inc., the S&P 500 Index and the S&P Communications Equipment Index.

This graph assumes $100 was invested in the stock or the indices on December 31, ~~2013~~2015 and reflects the payment of dividends.


Years Ended	December 31, 2015		December 31, 2016		December 31, 2017		December 31, 2018		December 31, 2019		December 31, 2020
Motorola Solutions	$	100.00	$	123.90	$	138.08	$	179.00	$	254.52	$	273.33
S&P 500	$	100.00	$	111.95	$	136.38	$	130.39	$	171.44	$	202.96
S&P Communications	$	100.00	$	118.92	$	151.16	$	173.96	$	197.28	$	198.53

Item 6: Selected Financial Data

The following selected financial data is derived from the consolidated financial statements. The data below should be read in conjunction with “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Part I. Item 1A. Risk Factors,” and the consolidated financial statements and notes included in Part II. Item 8 of this Form 10-K.


	Years Ended December 31																Years Ended December 31
(In millions, except per share amounts)	2018			2017			2016			2015			2014			(In millions, except per share amounts)	2020			2019			2018			2017			2016
Operating Results																Operating Results
Net sales	$	7,343		$	6,380		$	6,038		$	5,695		$	5,881		Net sales	$	7,414		$	7,887		$	7,343		$	6,380		$	6,038

Operating earnings	1,255			1,284			1,048			916			900			Operating earnings	1,383			1,581			1,255			1,284			1,048
Earnings (loss) from continuing operations, net of tax*	966			(155		)	560			640			(697		)

Earnings (loss) attributable to Motorola Solutions, Inc.																Earnings (loss) attributable to Motorola Solutions, Inc.	949			868			966			(155)			560

Per Share Data (in dollars)																Per Share Data (in dollars)
Diluted earnings (loss) from continuing operations per common share*	$	5.62		$	(0.95	)	$	3.24		$	3.17		$	(2.84	)

Earnings (loss) per diluted common share*	5.62			(0.95		)	3.24			3.02			5.29			Earnings (loss) per diluted common share*	$	5.45		$	4.95		$	5.62		$	(0.95)		$	3.24
Diluted weighted average common shares outstanding (in millions)	172.0			162.9			173.1			201.8			245.6			Diluted weighted average common shares outstanding (in millions)	174.1			175.6			172.0			162.9			173.1
Dividends declared per share	$	2.13		$	1.93		$	1.70		$	1.43		$	1.30		Dividends declared per share	$	2.63		$	2.35		$	2.13		$	1.93		$	1.70
Balance Sheet																Balance Sheet
Total assets	$	9,409		$	8,208		$	8,463		$	8,346		$	10,423		Total assets	$	10,876		$	10,642		$	9,409		$	8,208		$	8,463

Total debt	5,320			4,471			4,396			4,349			3,400			Total debt	5,175			5,129			5,320			4,471			4,396

Other Data																Other Data
Capital expenditures	$	197		$	227		$	271		$	175		$	181		Capital expenditures	$	217		$	248		$	197		$	227		$	271
% of sales	2.7		%	3.6		%	4.5		%	3.1		%	3.1		%	% of sales	2.9		%	3.1		%	2.7		%	3.6		%	4.5		%
Research and development expenditures	$	637		$	568		$	553		$	620		$	681		Research and development expenditures	$	686		$	687		$	637		$	568		$	553
% of sales	8.7		%	8.9		%	9.2		%	10.9		%	11.6		%	% of sales	9.3		%	8.7		%	8.7		%	8.9		%	9.2		%

receivable and the terms and amounts of such sales, (v) the outcome and effect of ongoing and future legal proceedings, (w) the impact of the loss of key customers, (x) the expected effective tax rate and deductibility of certain items, and (y) the impact of the adoption of accounting pronouncements on our retained earnings; and (5) “Quantitative and Qualitative Disclosures about Market Risk,” about: (a) the impact of foreign currency exchange risks, (b) future hedging activity and expectations of the Company, and (c) the ability of counterparties to financial instruments to perform their obligations.

Some of the risk factors that affect our business and financial results are discussed in “Item 1A: Risk Factors.” We caution the reader that the risk factors discussed in “Item 1A: Risk Factors,” and those described elsewhere in this report or in our other Securities and Exchange Commission filings, could cause our actual results to differ materially from those stated in the forward-looking statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our long-term debt as interest rate fluctuations impact the fair value of our long-term debt. As of December 31, ~~2018,~~2020, we ~~have $5.3~~had $5.2 billion of long-term debt, including the current portion, ~~of long-term debt,~~ which is primarily priced at long-term, fixed interest rates. ~~Interest~~A hypothetical 10% decrease in interest rates as of the end of 2020 would have increased the fair value of our debt by approximately $37 million at December 31, 2020. See Note 5 to the consolidated financial statements included in “Part II. Item 8: Financial Statements and Supplementary Data” of this Form 10-K for more information on ~~the $400 million Term Loan is variable and indexed to LIBOR. In addition, we have a subsidiary that has variable interest loans denominated in Chilean Peso.~~our long-term debt.

Foreign Currency Risk

We are exposed to foreign currency risk as a result of buying and selling in various currencies, our net investments in foreign entities, and monetary assets and liabilities denominated in a currency other than the functional currency of the legal entity holding the instrument. We use financial instruments to reduce our overall exposure to the effects of currency fluctuations on cash flows. Our policy prohibits speculation in financial instruments for profit on exchange rate price fluctuations, trading in currencies for which there are no underlying exposures, or entering into transactions for any currency to intentionally increase the underlying exposure.

Our strategy related to foreign exchange exposure management is to offset the gains or losses on the financial instruments against losses or gains on the underlying operational cash flows, net investments or monetary assets and liabilities based on our assessment of risk. We enter into derivative contracts for some of our non-functional currency cash, receivables, and payables, which are primarily denominated in major currencies that can be traded on open markets. ~~We typically~~Our policy permits us to use forward contracts and options to hedge these currency exposures. In addition, we enter into derivative contracts for some forecasted transactions or net investments in some of our overseas entities, which are designated as part of a hedging relationship if it is determined that the transaction qualifies for hedge accounting under the provisions of the authoritative accounting guidance for derivative instruments and hedging activities. A portion of our exposure is from currencies that are not traded in liquid markets and these are addressed, to the extent reasonably possible, by managing net asset positions, product pricing and component sourcing.

At December 31, ~~2018,~~2020, we had outstanding foreign exchange contracts totaling ~~$819 million,~~$1.2 billion, compared to ~~$507 million~~$1.1 billion outstanding at December 31, ~~2017.~~2019. Management does not believe these financial instruments should subject it to undue risk due to foreign exchange movements because gains and losses on these contracts should generally offset gains and losses on the underlying assets, liabilities and transactions.

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of December 31, ~~2018~~2020 and the corresponding positions as of December 31, ~~2017:~~2019:

Notional Amount
Net Buy (Sell) by Currency 2018 2017
British Pound $ 139
$ 72
Euro 89
149
Australian Dollar (105 ) (64 )
Chinese Renminbi (55 ) (73 )
Brazilian Real (41 ) (45 )


	Notional Amount
Net Buy (Sell) by Currency	2020		2019
Euro	$	177	$	134
British pound	86		107
Canadian dollar	61		8
Chinese renminbi	(90)		(79)
Australian dollar	(88)		(123)

Foreign exchange financial instruments that are subject to the effects of currency fluctuations, which may affect reported earnings, include derivative financial instruments and other monetary assets and liabilities denominated in a currency other than the functional currency of the legal entity holding the instrument. ~~Derivative~~Currently, our derivative financial instruments consist primarily of currency forward contracts. Other monetary assets and liabilities denominated in a currency other than the functional currency of the legal entity consist primarily of cash, cash equivalents, ~~short-term investments, as well as~~ accounts payable and accounts receivable. ~~Accounts payable and receivable are reflected at fair value in the financial statements.~~ Assuming the amounts of the outstanding foreign exchange contracts represent our underlying foreign exchange risk related to monetary assets and liabilities, a hypothetical unfavorable 10% movement in the foreign exchange rates ~~from current levels,~~at December 31, 2020 would reduce the value of those monetary assets and liabilities by approximately ~~$57~~$60 million. Our market risk calculation represents an estimate of reasonably possible net losses that would be recognized assuming hypothetical 10% movements in future currency market pricing and is not necessarily indicative of actual results, which may or may not occur. It does not represent the maximum possible loss or any expected loss that may occur, since actual future gains and losses will differ from those estimated, based upon, among other things, actual fluctuation in market rates, operating exposures, and the timing thereof. We believe, however, that any such loss incurred would be offset by the effects of market rate movements on the respective underlying derivative financial instruments transactions. ~~The foreign exchange financial instruments are held for purposes other than trading.~~

^® ~~Reg. U.S. Patent & Trademark Office.~~

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 products or service names are the property of their respective owners.

Item 8: Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the ~~Stockholders and~~ Board of Directors

and Stockholders of Motorola Solutions, Inc.:

~~Opinion~~Opinions on the ~~Consolidated~~ Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Motorola Solutions, Inc. and its subsidiaries (the ~~Company)~~“Company”) as of December 31, ~~2018~~2020 and ~~2017,~~2019, and the related consolidated statements of operations, of comprehensive income (loss), ~~stockholders’~~of stockholders' equity (deficit) and of cash flows for ~~each of~~ the years ~~in the three‑year period~~then ended, ~~December 31, 2018, and~~including the related notes (collectively referred to as the ~~consolidated~~“consolidated financial ~~statements)~~statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2018~~2020 and ~~2017,~~2019, and the results of its operations and its cash flows for ~~each of~~ the years ~~in the three‑year period~~then ended ~~December 31, 2018,~~ in conformity with ~~U.S.~~accounting principles generally accepted ~~accounting principles.~~

~~We also have audited,~~ in ~~accordance with~~ the ~~standards~~United States of America. Also in our opinion, the ~~Public~~ Company ~~Accounting Oversight Board (United States) (PCAOB), the Company’s~~maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2018,~~2020, based on ~~the~~ criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 15, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.COSO.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company ~~has~~ changed ~~its method of accounting~~the manner in which it accounts for ~~revenue recognition~~leases in ~~2018 due to the adoption of ASU No. 2014-09, “Revenue from Contracts with Customers”.~~

2019.

Basis for ~~Opinion~~Opinions

~~These~~The Company's management is responsible for these consolidated financial statements, ~~are the responsibility~~for maintaining effective internal control over financial reporting, and for its assessment of the ~~Company’s management.~~effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express ~~an opinion~~opinions on ~~these~~the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the ~~PCAOB~~Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditsin accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or ~~fraud.~~ fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our ~~opinion.~~opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Estimated Costs to Complete System Contracts

As described in Note 1 to the consolidated financial statements, $1.8 billion of the Company’s total revenues for the year ended December 31, 2020 was generated from System contracts. The Company recognizes revenue on a significant portion of System contracts on an over-time basis, electing an input method of estimated costs as a measure of performance completed. For contracts accounted for over-time using estimated costs as a measure of performance completed, the Company relies on estimates of the total estimated costs to complete the contract (“Estimated Costs at Completion”). Total Estimated Costs at Completion include direct labor, material and subcontracting costs. Due to the nature of the efforts required to meet the underlying performance obligation, determining Estimated Costs at Completion may be complex and subject to many variables. As disclosed by management, management reviews the progress and performance of open contracts in order to determine the best estimate of Estimated Costs at Completion. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion, the project schedule, identified risks and opportunities, and the related changes in estimates of costs. The risks and opportunities include management’s judgments about the ability and the cost to achieve the project schedule, technical requirements, and other contract requirements.

The principal considerations for our determination that performing procedures relating to the Estimated Costs at Completion for System contracts is a critical audit matter are the significant judgments by management when developing the Estimated Costs at Completion, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate management’s estimates related to management’s judgments about the cost to achieve the project schedule, technical requirements, and other contract requirements.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the determination of Estimated Costs at Completion. These procedures also included, among others, evaluating and testing management’s process for determining the Estimated Costs at Completion for a sample of contracts. Management’s process for determining the Estimated Costs at Completion was evaluated for reasonableness by (i) performing a comparison of the originally estimated and actual costs incurred on completed contracts; (ii) evaluating the timely identification of circumstances that may warrant a modification to Estimated Costs at Completion; and (iii) analyzing contracts and project schedules that support those estimates.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 12, 2021

We have served as the Company’s auditor since ~~1959.~~2018.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Motorola Solutions, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows of Motorola Solutions, Inc. and subsidiaries for the year ended December 31, 2018, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects the results of operations of the Company and its cash flows for the year ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ KPMG LLP

We served as the Company’s auditor from 1959 to 2019.

Chicago, Illinois

February 15, 2019

Consolidated Statements of Operations


	Years ended December 31										Years ended December 31
(In millions, except per share amounts)	2018			2017			2016			(In millions, except per share amounts)	2020		2019		2018
Net sales from products	$	4,463		$	3,772		$	3,649		Net sales from products	$	4,087	$	4,746	$	4,463
Net sales from services	2,880			2,608			2,389			Net sales from services	3,327		3,141		2,880
Net sales	7,343			6,380			6,038			Net sales	7,414		7,887		7,343
Costs of products sales	2,035			1,686			1,649			Costs of products sales	1,872		2,049		2,035
Costs of services sales	1,828			1,670			1,520			Costs of services sales	1,934		1,907		1,828
Costs of sales	3,863			3,356			3,169			Costs of sales	3,806		3,956		3,863
Gross margin	3,480			3,024			2,869			Gross margin	3,608		3,931		3,480
Selling, general and administrative expenses	1,254			1,025			1,044			Selling, general and administrative expenses	1,293		1,403		1,254
Research and development expenditures	637			568			553			Research and development expenditures	686		687		637
Other charges	334			147			224			Other charges	246		260		334
Operating earnings	1,255			1,284			1,048			Operating earnings	1,383		1,581		1,255
Other income (expense):										Other income (expense):
Interest expense, net	(222		)	(201		)	(205		)	Interest expense, net	(220)		(220)		(222)
Gains (losses) on sales of investments and businesses, net	16			3			(6		)	Gains (losses) on sales of investments and businesses, net	(2)		5		16
Other	53			(10		)	7
Other, net										Other, net	13		(365)		53
Total other expense	(153		)	(208		)	(204		)	Total other expense	(209)		(580)		(153)
Net earnings before income taxes	1,102			1,076			844			Net earnings before income taxes	1,174		1,001		1,102
Income tax expense	133			1,227			282			Income tax expense	221		130		133
Net earnings (loss)	969			(151		)	562

Net earnings										Net earnings	953		871		969
Less: Earnings attributable to noncontrolling interests	3			4			2			Less: Earnings attributable to noncontrolling interests	4		3		3
Net earnings (loss) attributable to Motorola Solutions, Inc.	$	966		$	(155	)	$	560
Earnings (loss) per common share:
Net earnings attributable to Motorola Solutions, Inc.										Net earnings attributable to Motorola Solutions, Inc.	$	949	$	868	$	966

Earnings per common share:										Earnings per common share:
Basic:	$	5.95		$	(0.95	)	$	3.30		Basic:	$	5.58	$	5.21	$	5.95

Diluted:	5.62			(0.95		)	3.24			Diluted:	5.45		4.95		5.62

Weighted average common shares outstanding:										Weighted average common shares outstanding:
Basic	162.4			162.9			169.6			Basic	170.0		166.6		162.4
Diluted	172.0			162.9			173.1			Diluted	174.1		175.6		172.0
Dividends declared per share	$	2.13		$	1.93		$	1.70		Dividends declared per share	$	2.63	$	2.35	$	2.13

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income (Loss)

Years ended December 31
(In millions) 2018 2017 2016
Net earnings (loss) $ 969
$ (151 ) $ 562
Other comprehensive income (loss), net of tax (Note 3):
Foreign currency translation adjustments (91 ) 141
(228 )
Marketable securities (6 ) 6
3
Defined benefit plans (106 ) (392 ) (226 )
Total other comprehensive loss, net of tax (203 ) (245 ) (451 )
Comprehensive income (loss) 766
(396 ) 111
Less: Earnings attributable to noncontrolling interest 3
4
2
Comprehensive income (loss) attributable to Motorola Solutions, Inc. common shareholders $ 763
$ (400 ) $ 109


	Years ended December 31
(In millions)	2020		2019		2018
Net earnings	$	953	$	871	$	969
Other comprehensive income (loss), net of tax (Note 4):
Foreign currency translation adjustments	50		34		(91)

Marketable securities	0		0		(6)
Defined benefit plans	(56)		291		(106)
Total other comprehensive income (loss), net of tax	(6)		325		(203)
Comprehensive income	947		1,196		766
Less: Earnings attributable to noncontrolling interests	4		3		3
Comprehensive income attributable to Motorola Solutions, Inc.	$	943	$	1,193	$	763

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets


	December 31							December 31
(In millions, except par value)	2018			2017			(In millions, except par value)	2020		2019
ASSETS	ASSETS						ASSETS
Cash and cash equivalents	$	1,246		$	1,205		Cash and cash equivalents	$	1,254	$	1,001
Restricted cash	11			63
Total cash and cash equivalents	1,257			1,268
Accounts receivable, net	1,293			1,523			Accounts receivable, net	1,390		1,412
Contract assets	1,012			—			Contract assets	933		1,046
Inventories, net	356			327			Inventories, net	508		447
Other current assets	354			832			Other current assets	242		272

Total current assets	4,272			3,950			Total current assets	4,327		4,178
Property, plant and equipment, net	895			856			Property, plant and equipment, net	1,022		992
Operating lease assets							Operating lease assets	468		554
Investments	169			247			Investments	158		159
Deferred income taxes	985			1,023			Deferred income taxes	966		943
Goodwill	1,514			938			Goodwill	2,219		2,067
Intangible assets, net	1,230			861			Intangible assets, net	1,234		1,327
Other assets	344			333			Other assets	482		422
Total assets	$	9,409		$	8,208		Total assets	$	10,876	$	10,642
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)							LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current portion of long-term debt	$	31		$	52		Current portion of long-term debt	$	12	$	16
Accounts payable	592			593			Accounts payable	612		618
Contract liabilities	1,263			—			Contract liabilities	1,554		1,449
Accrued liabilities	1,210			2,286			Accrued liabilities	1,311		1,356

Total current liabilities	3,096			2,931			Total current liabilities	3,489		3,439
Long-term debt	5,289			4,419			Long-term debt	5,163		5,113
Operating lease liabilities							Operating lease liabilities	402		497
Other liabilities	2,300			2,585			Other liabilities	2,363		2,276
Stockholders’ Equity
Preferred stock, $100 par value	—			—			Preferred stock, $100 par value	0		0
Common stock, $.01 par value:	2			2
Common stock, $0.01 par value:							Common stock, $0.01 par value:	2		2
Authorized shares: 600.0							Authorized shares: 600.0
Issued shares: 12/31/18—164.0; 12/31/17—161.6
Outstanding shares: 12/31/18—163.5; 12/31/17—161.2
Issued shares: 12/31/20—170.2; 12/31/19—171.0							Issued shares: 12/31/20—170.2; 12/31/19—171.0
Outstanding shares: 12/31/20—169.4; 12/31/19—170.5							Outstanding shares: 12/31/20—169.4; 12/31/19—170.5
Additional paid-in capital	419			351			Additional paid-in capital	759		499
Retained earnings	1,051			467			Retained earnings	1,127		1,239
Accumulated other comprehensive loss	(2,765		)	(2,562		)	Accumulated other comprehensive loss	(2,446)		(2,440)
Total Motorola Solutions, Inc. stockholders’ equity (deficit)	(1,293		)	(1,742		)	Total Motorola Solutions, Inc. stockholders’ equity (deficit)	(558)		(700)
Noncontrolling interests	17			15			Noncontrolling interests	17		17
Total stockholders’ equity (deficit)	(1,276		)	(1,727		)	Total stockholders’ equity (deficit)	(541)		(683)
Total liabilities and stockholders’ equity	$	9,409		$	8,208
Total liabilities and stockholders’ equity (deficit)							Total liabilities and stockholders’ equity (deficit)	$	10,876	$	10,642

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~To the Stockholders and Board of Directors~~

~~Motorola Solutions, Inc.:~~

~~Opinion on Internal Control Over Financial Reporting~~

~~We have audited Motorola Solutions, Inc.~~’~~s (the Company) internal control over financial reporting as of December 31, 2018, based on criteria established in~~ ~~Internal Control - Integrated Framework (2013)~~ issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in ~~Internal Control - Integrated Framework (2013)~~ ~~issued by the Committee of Sponsoring Organizations of the Treadway Commission.~~

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements), and our report dated February 15, 2019 expressed an unqualified opinion on those consolidated financial statements.

Motorola Solutions, Inc. acquired Avigilon Corporation during 2018 and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018, Avigilon Corporation’s internal control over financial reporting associated with total assets representing 12.6% of consolidated total assets, and total net sales representing 5.2% of consolidated net sales included in the consolidated financial statements of the Company as of and for the year ended December 31, 2018. Our audit of internal control over financial reporting of Motorola Solutions, Inc. also excluded an evaluation of the internal control over financial reporting of Avigilon Corporation.

~~Basis for Opinion~~

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting in Item 9A: Controls and Procedures. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

~~Definition and Limitations of Internal Control Over Financial Reporting~~

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~Chicago, Illinois~~

~~February 15, 2019~~

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The response to this Item ~~required by Item 401 of Regulation S-K,~~ with respect to directors ~~incorporates~~is incorporated herein by reference to the information under the caption “Our Board - Who We Are” of ~~Motorola Solutions’~~our Proxy ~~Statement for the 2019 Annual Meeting of Shareholders (the “Proxy Statement”) and,~~Statement; with respect to executive officers, is contained in Part I hereof under the caption ~~“Executive Officers of the Registrant”~~“Information About our Executive Officers”; and, with respect to the audit committee, ~~incorporates~~is incorporated herein by reference to the information under the ~~caption~~captions “Committees of the Board” and “Audit Committee Matters - Report of Audit ~~Committee” of the Proxy Statement.~~

The response to this Item required by Item 405 of Regulation S-K incorporates by reference the information under the caption “Security Ownership Information-Section 16 (a) Beneficial Ownership Reporting Compliance” of the Proxy Statement.

The response to this Item also incorporates by reference the information under the caption “Important Dates for the 2020 Annual Meeting - Recommending a Director Candidate to the Governance and Nominating Committee” of the Proxy Statement.

Motorola Solutions has adopted a code of ethics, the Motorola Solutions Code of Business Conduct (the “Code”), that applies to all employees, including the Company’s principal executive officer, principal financial officer and controller (principal accounting officer). The Code is posted in the Corporate Governance section on Motorola Solutions’ Internet website, www.motorolasolutions.com/investors, and is available free of charge, upon request to Investor Relations, Motorola Solutions, Inc., Corporate Offices, 500 W. Monroe Street, Chicago, Illinois 60661, E-mail: investors@motorolasolutions.com. Any amendment to, or waiver from, the Code applicable to executive officers will be posted on our Internet website within four business days following the date of the amendment or waiver. Motorola Solutions’ Code of Business Conduct applies to all of the Company’s employees worldwide, without exception, and describes employee responsibilities to the various stakeholders involved in our business. The Code goes beyond the legal minimums by implementing the values we share as employees of Motorola Solutions—our key beliefs—uncompromising integrity and constant respect for people. The Code places special responsibility on managers and prohibits retaliation for reporting issues.

Item 11. Executive Compensation

The response to this Item ~~incorporates~~is incorporated herein by reference to the information under the captions "How We Determine Director Compensation, ~~- How~~" "How Our Directors Are Compensated,” "Compensation Discussion and Analysis," "Compensation and Leadership Committee Report,” "Compensation and Leadership Committee Interlocks and Insider Participation," ~~and under~~ “Named Executive Officer Compensation," ~~the following subsections: "2018 Summary Compensation Table,” "Grants of Plan-Based Awards in 2018," “Outstanding Equity Awards at 2018 Fiscal Year-End,” “Option Exercises~~ and Stock Vested in 2018,” "Nonqualified Deferred Compensation in 2018,” "Retirement Plans," "Pension Benefits in 2018," "Employment Contracts," and "Termination of Employment and Change in Control Arrangements,"“CEO Pay Ratio” of the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The response to this Item ~~incorporates~~is incorporated herein by reference to the information under the captions “Equity Compensation Plan Information” and “Security Ownership Information” of the Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The response to this Item ~~incorporates~~is incorporated herein by reference to the ~~relevant~~ information under the ~~caption~~captions “Related Person Transaction Policy and Procedures” and “Independence” of the Proxy Statement.

Item 14. Principal Accounting Fees and Services

The response to this Item ~~incorporates~~is incorporated by reference to the information under the ~~caption~~captions “Audit Committee Matters - Independent Registered Public Accounting Firm Fees” and “Audit Committee Matters - Audit Committee Pre-Approval Policies” of the Proxy Statement.

PART IV

Item 15. Exhibits, Financial Statement Schedules


~~(a)~~	~~1. Financial Statements~~

(a)1. Financial Statements

�� See Part II, Item 8 hereof.


2.	~~Financial Statement Schedules and Independent Auditors’ Report~~

2. Financial Statement Schedules

All schedules omitted are inapplicable or the information required is shown in the consolidated financial statements or notes thereto.


3.	~~Exhibits~~

3. Exhibits

Exhibit numbers ~~10.6~~10.5 through ~~10.61,~~10.56, listed in ~~the attached~~this Exhibit Index are management contracts or compensatory plans or arrangements required to be filed as exhibits to this form by Item 15(b) hereof.



2.1		Master Acquisition Agreement, dated April 14, 2014, by and between Motorola Solutions, Inc. and Zebra Technologies, Inc. (incorporated by reference to Exhibit 2.1 to Motorola Solutions’ Current Report on Form 8-K filed on April 16, 2014 (File No. 1-7221)).
~~2.2~~	Share Purchase Agreement, dated December 3, 2015, by and between Motorola Solutions, Inc., Motorola Solutions Overseas Limited, and Guardian Digital Communications Holdings Limited (incorporated by reference to Exhibit 1.1 to Motorola Solutions’ Current Report on 8-K filed on December 3, 2015 (File 1-17221)).
~~2.3~~	Arrangement Agreement, dated February 1, 2018, ~~between~~among Motorola Solutions, Inc., Motorola Solutions Canada Holdings Inc. and Avigilon Corporation (incorporated by reference to Exhibit 2.1 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on March 28, ~~2018 (File 1-17221))~~2018).
3.1 (a)		Restated Certificate of Incorporation of Motorola, Inc., as amended through May 5, 2009 (incorporated by reference to Exhibit 3(i)(b) to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, ~~2009 (File No. 1-7221))~~2009).
3.1 (b)		Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to Motorola ~~Solutions’~~Solutions, Inc.'s Current Report on Form 8-K filed on January 10, ~~2011 (File No. 1-7221))~~2011).
3.1 (c)		Certificate of Ownership and Merger merging Motorola Name Change Corporation into Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.2 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on January 10, ~~2011 (File No. 1-7221))~~2011).
3.2		Amended and Restated Bylaws of Motorola Solutions, Inc. as of ~~November 13, 2014~~August 27, 2020 (incorporated by reference to Exhibit 3.1 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on ~~November 14, 2014 (File No. 1-7221))~~August 27, 2020).
4.1 (a)		Senior Indenture, dated as of May 1, 1995, between The Bank of New York Mellon Trust Company, N.A. (as successor Trustee to JPMorgan Chase Bank (as successor in interest to Bank One Trust Company) and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) and Motorola, Inc. (incorporated by reference to Exhibit 4(d) of the ~~Registrant’s~~Registrant's Registration Statement on Form S-3 ~~dated~~filed on September 25, ~~1995 (Registration No. 33-62911))~~1995).
4.1 (b)		Instrument of Resignation, Appointment and Acceptance, dated as of January 22, 2001, among Motorola, Inc., Bank One Trust Company, N.A. and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) (incorporated by reference to Exhibit 4.2(b) to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2000 (File No. 1-7221))~~2000).
4.1 (c)		Indenture, dated as of August 19, 2014, between Motorola Solutions, Inc. and The Bank of New York Mellon Trust Company, N.A., as ~~trustee.~~trustee (incorporated by reference to Exhibit 4.1 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on August 19, ~~2014 (File No. 1-7221))~~2014).
4.1 ~~(d)~~(d )		Indenture, dated as of ~~August 25, 2015~~September 5, 2019, between Motorola Solutions, Inc. and The Bank of New York Mellon Trust Company, N.A., as ~~Trustee,~~trustee, related to 2%the 1.75% Convertible Senior Notes Due ~~2020~~2024 (incorporated by reference to Exhibit ~~10.1~~10.2 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on ~~August 26, 2015 (File No. 1-7221))~~September 5, 2019).
		Certain instruments defining the rights of holders of long-term debt of Motorola Solutions, Inc. and of all its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are being omitted pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K. Motorola Solutions, Inc. agrees to furnish a copy of any such instrument to the Commission upon request.
*4.1 (e )		Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
10.1		Amended and Restated Master Separation and Distribution Agreement, effective as of July 31, 2010, among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. ~~effective as of July 31, 2010~~ (incorporated by reference to Exhibit 2.1 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) ~~(File No. 1-34805)~~).
10.2		Amended and Restated Intellectual Property License Agreement, effective as of July 31, 2010, between Motorola Mobility, Inc. and Motorola, Inc. ~~effective as of July 31, 2010~~ (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings ~~Corporation (File No. 1-34805))~~Corporation).
10.3		Amended and Restated Exclusive License Agreement, effective as of July 30, 2010, between Motorola Trademark Holdings, LLC and Motorola, Inc. ~~effective as of July 30, 2010~~ (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to the Form 10 Registration Statement filed on November 12, 2010 by Motorola Mobility Holdings, Inc. (File No. 1-34805)).



10.4		Tax Sharing Agreement, effective as of July 31, 2020, among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. ~~effective as of July 31, 2010~~ (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation) ~~(File No. 1-34805)~~).
10.5		Amended and Restated Employee Matters Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Form 10 Registration Statement filed on October 8, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation (File No. 1-34805)).
~~10.6~~	Motorola Solutions Omnibus Incentive Plan of 2015 ~~effective May 18, 2015 (an amendment and restatement of~~(f/k/a the Motorola ~~Solutions~~ Omnibus Incentive Plan of 2006), as amended and restated effective May 18, 2015 (incorporated by reference to Exhibit 10.1 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on May 21, ~~2015 (file No. 1-7221))~~2015).


10.6		First Amendment to the Motorola Solutions Omnibus Incentive Plan of 2015 (f/k/a the Motorola Omnibus Incentive Plan of 2006), as amended and restated effective May 18, 2015 (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2020).
10.7		March 9, 2017 Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee ~~Performance-Contingent~~Performance Contingent Stock Options (non-CEO) (incorporated by reference to Exhibit 10.8 to Motorola ~~Solutions'~~Solutions, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, ~~2017 (File No. 1-7221))~~2017).
10.8		Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers on or after February 14, 2019 (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019).
10.9		Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers from March 9, 2015 to February 13, 2019 (incorporated by reference to Exhibit 10.1 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on March 11, ~~2015 (File No. 1-7221))~~2015).
~~10.9~~10.10		Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee Performance-Contingent Stock Options (non-CEO) (incorporated by reference to Exhibit 10.3 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on August 26, ~~2015 (File No. 1-7221))~~2015).
~~10.10~~10.11		Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for grants to Section 16 Officers on or after May 6, 2013 (incorporated by reference to Exhibit 10.2 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June ~~30, 2013 (File No. 1-7221))~~29, 2013).
~~10.11~~10.12		Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants on or after February 15, 2018 ~~incorporated~~(incorporated by reference to Exhibit 10.4 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, ~~2018 (File No. 1-7221))~~2018).
~~10.1~~10.132		Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants from March 9, 2017 to February 14, 2018 (incorporated by reference to Exhibit 10.6 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, ~~2017 (File No. 1-7221))~~2017).
~~10.1~~10.143		Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from February 3, 2014 to March 8, 2017 (incorporated by reference to Exhibit 10.9 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2013 (File No. 1-7221))~~2013).
~~10.1~~10.154		Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from January 4, 2011 to February 2, 2014 (incorporated by reference to Exhibit 10.11 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2010 (File No. 1-7221))~~2010).
~~10.1~~10.165		Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from August 1, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.1 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
~~10.1~~6	Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from May 6, 2008 to July 31, 2009 (incorporated by reference to Exhibit 10.54 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
~~10.1~~7	Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from February 11, 2007 to May 5, 2008 (incorporated by reference to Exhibit 10.37 to Motorola Inc.’s Current Report on Form 8-K filed on February 15, 2007 (File No. 1-7221)).
~~10.1~~8	Form of Motorola Solutions, Inc. Stock Option Consideration Agreement for grants on or after March 9, 2017 (incorporated by reference to Exhibit 10.7 to Motorola ~~Solutions'~~Solutions, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, ~~2017 (File No. 1-7221))~~2017).
~~10.1~~10.179		Form of Motorola Solutions Stock Option Consideration Agreement for grants from February 3, 2014 to March 8, 2017 (incorporated by reference to Exhibit 10.14 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2013 (File No. 1-7221))~~2013).
~~10.~~10.1820		Form of Motorola Solutions Stock Option Consideration Agreement for grants from January 4, 2011 to February 2, 2014 (incorporated by reference to Exhibit 10.15 to Motorola ~~Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).~~
~~10.2~~1	Form of Motorola, Inc. Stock Option Consideration Agreement for grants from May 6, 2008 to January 3, 2011 (incorporated by reference to Exhibit 10.56 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
~~10.2~~2	~~Form of Motorola, Inc. Stock Option Consideration Agreement for grants from February 27, 2007 to May 5, 2008 (incorporated by reference to Exhibit 10.4 to Motorola~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2006 (File No. 1-7221))~~2010).



~~10.2~~10.193		Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers on or after March 9, 2017 (incorporated by reference to Exhibit 10.2 to Motorola ~~Solutions'~~Solutions, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, ~~2017 (File No. 1-7221))~~2017).
~~10.2~~10.204		Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers from March 9, 2015 to March 8, 2017 (incorporated by reference to Exhibit 10.2 to Motorola Solutions’ Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
~~10.2~~5	Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Section 16 Officers on or after March 9, 2017 (incorporated by reference to Exhibit 10.5 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q ~~filed~~ for the fiscal quarter ended April 1, ~~2017 (File No. 1-7221))~~2017).
~~10.2~~10.216		Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Section 16 Officers from May 6, 2013 to March 8, 2017 (incorporated by reference to Exhibit 10.1 to Motorola ~~Inc’s~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June ~~30, 2013 (File No. 1-7221))~~29, 2013).
~~10.27~~10.22		Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Appointed Vice Presidents and Elected Officers on or after February 15, 2018 (incorporated by reference to Exhibit 10.2 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, ~~2018 (File No. 1-7221))~~2018).
~~10.2~~10.238		Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Appointed Vice Presidents and Elected Officers from March 9, 2017 to February 14, 2018 (incorporated by reference to Exhibit 10.3 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, ~~2017 (File No. 1-7221))~~2017).
~~10.2~~10.249		Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers from February 3, 2014 to March 8, 2017 (incorporated by reference to Exhibit 10.19 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2013 (File No. 1-7221))~~2013).

100


~~10.30~~10.25		Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Employees on or after February 15, 2018 (incorporated by reference to Exhibit 10.3 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, ~~2018 (File No. 1-7221))~~2018).
~~10.~~10.2631		Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Employees from March 9, 2017 to February 14, 2018 (incorporated by reference to Exhibit 10.4 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, ~~2017 (File No. 1-7221))~~2017).
~~10.~~10.2732		Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Section 16 Officers on or after May 13, 2019 (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2019).
10.28		Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Gregory Q. Brown on or after May 13, 2019 (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2019).
10.29		Motorola Solutions, Inc. Amended Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options and Addendum A to Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Stock Appreciation Rights, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for a grant on February 22, 2011 to Gregory Q. Brown. (incorporated by reference to exhibit 10.5 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, ~~2011 (File No. 1-7221))~~2011).
~~10.3~~10.303		Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grant on February 1, 2011 pursuant to the terms of the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.24 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
~~10.3~~4	Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.25 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2010 (File No. 1-7221))~~2010).
~~10.3~~10.315		Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from May 7, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.13 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
~~10.3~~6	Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Gregory Q. Brown on or after March 9, 2015 (incorporated by reference to Exhibit 10.3 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on March 11, ~~2015 (File No. 1-7221))~~2015).
~~10.3~~10.327		Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee Performance-Contingent Stock Options (CEO) (incorporated by reference to Exhibit 10.4 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on August 26, ~~2015 (File No. 1-7221))~~2015).
~~10.3~~10.338		Form of Motorola Solutions Stock Option Consideration Agreement for Gregory Q. Brown for grants on or after January 4, 2011 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.27 to Motorola ~~Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010)(File No. 1-7221)).~~
~~10.3~~9	~~Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from May 7, 2009 to January 3, 2011 under the Motorola~~ Solutions, ~~Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.14 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).~~



~~10.~~40	Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from January 31, 2008 to May 6, 2009 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.10 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2007 (File No. 1-7221)~~2010)).
~~10.~~10.3441		Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown under the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.32 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2010 (File No. 1-7221))~~2010).
~~10.~~10.3542		Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Gregory Q. Brown on or after March 9, 2015 (incorporated by reference to Exhibit 10.4 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on March 11, ~~2015 (File No. 1-7221))~~2015).
~~10.4~~10.363		Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006, for acquisitions on or after January 1, 2012 (incorporated by reference to Exhibit 10.37 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011 (File No. 1-7221))~~2011).
~~10.4~~10.374		Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006, for acquisitions on or after January 4, 2011 (incorporated by reference to Exhibit 10.37 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2010 (File No. 1-7221))~~2010).
~~10.4~~10.385		Form of Motorola Solutions Deferred Stock Units Award between Motorola Solutions, Inc. and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants on or after January 1, 2012 (incorporated by reference to Exhibit 10.40 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011 (File No. 1-7221))~~2011).
~~10.4~~10.396		Form of Motorola Solutions Deferred Stock Units Award between Motorola Solutions, Inc. and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants from January 4, 2011 to December 31, 2011 (incorporated by reference to Exhibit 10.39 to Motorola ~~Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).~~
~~10.4~~7	~~Form of Deferred Stock Units Award between Motorola, Inc. and its non-employee directors under the Motorola~~ Solutions, ~~Omnibus Incentive Plan of 2006 or any successor plan for grants from February 11, 2007 to January 3, 2011(incorporated by reference to Exhibit 10.9 to Motorola,~~ Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2006 (File No. 1-7221))~~2010).
~~10.4~~10.408		Motorola Omnibus Incentive Plan of 2003, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.6 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
~~10.4~~9	Motorola Omnibus Incentive Plan of 2000, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.8 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
~~10.~~50	Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2003 or any successor plan, for acquisitions from January 1, 2006 to February 11, 2007 (incorporated by reference to Exhibit No. 10.25 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 1-7221)).
~~10.~~51	Motorola Non-Employee Directors Stock Plan, as amended and restated on May 6, 2003 (incorporated by reference to Exhibit 10.20 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2003 (File No. 1-7221)).
~~10.~~52	Motorola Solutions Executive Officer Short Term Incentive Plan dated January 17, 2013 (effective January 1, 2013) (incorporated by reference to Exhibit 10.50 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 1-7221)).
~~10.5~~10.413		Motorola Solutions Executive Officer Short Term Incentive Plan Term Sheet (incorporated by reference to Exhibit 10.51 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2012 (File No. 1-7221))~~2012).
~~10.5~~10.424		Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 11, 2015, applicable to 2018-2020 cycles (incorporated by reference to Exhibit 10.5 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, ~~2015 (File No. 1-7221))~~2015).
~~10.55~~10.43		2018-2020 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February 15, 2018 (incorporated by reference to Exhibit 10.1 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, ~~2018 (File No. 1-7221))~~2018).

101


~~10.5~~10.446						~~2017-2019~~Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated May 13, 2019 (incorporated by reference to Exhibit 10.3 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2019).
10.45						2019-2021 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February ~~16, 2017~~14, 2019 (incorporated by reference to Exhibit ~~No.~~ 10.1 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended ~~on April 1, 2017 (File No. 1-7221))~~March 30, 2019).
~~10.5~~10.467						~~2016-2018~~2020-2022 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as ~~Amended and Restated~~approved on February ~~18, 2016~~13, 2020 (incorporated by reference to Exhibit ~~No.~~ 10.1 to Motorola ~~Solutions’~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended ~~on April 2, 2016 (File No. 1-7221))~~March 28, 2020).



~~10.5~~10.478			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'~~Solutions, Inc.'s Current Report on Form 8-K filed on June 5, ~~2013 (File No. 1-7221))~~2013).
~~10.5~~10.489			Motorola Solutions Management Deferred Compensation Plan, as amended and restated effective as of December 1, 2010, as amended January 4, 2011 (incorporated by reference to Exhibit 10.57 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2010 (File No. 1-7221))~~2010).
~~10.~~10.4960			Motorola Solutions, Inc. 2011 Senior Officer Change in Control Severance Plan, as amended and restated November 13, 2014 (incorporated by reference to Exhibit No. 10.54 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014 (File No. 1-7221))~~2014).
~~10.~~10.5061			Motorola Solutions, Inc. 2011 Executive Severance Plan, as amended and restated November 13, 2014 (incorporated by reference to Exhibit No. 10.55 to Motorola ~~Solutions’~~Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014 (File No. 1-7221))~~2014).
~~10.~~10.5162			Arrangement for directors’ fees for non-employee directors (description incorporated by reference from the information under the caption “How ~~the~~our Directors are Compensated” of Motorola ~~Solutions’~~Solutions Inc.’s Proxy Statement on Schedule 14A for the 2020 Annual Meeting of ~~Stockholders held~~Shareholders filed on ~~May 14, 2018~~March 27, 2020 (“Motorola Solutions’ Proxy Statement”)).
~~10.6~~10.523			Description of ~~Insurance~~insurance covering non-employee directors and their spouses (including a description incorporated by reference from the information under the caption “Director Retirement Plan and Insurance Coverage” of the Motorola Solutions’ Proxy Statement, ~~filed March 27, 2017,~~ and incorporated by reference to Exhibit 10.2 to Motorola ~~Solutions'~~Solutions, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended on July 1, ~~2017 (File No. 1-7221))~~2017).
~~10.6~~10.534			Employment Agreement, dated August 27, 2008, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Current Report on Form 8-K filed on August 29, ~~2008 (File No. 1-7221))~~2008).
~~10.6~~10.545			Amendment made on December 15, 2008, to the Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit No. 10.50 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2008 (File No. 1-7221))~~2008).
~~10.6~~10.556			Second Amendment, dated May 28, 2010, to the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Current Report on Form 8-K filed on May 28, 2010 ~~(File No. 1-7221)).~~).
~~10.6~~10.567			Third Amendment, dated March 10, 2014, to the Employment Agreement dated August 27, 2008, as amended, by and between Motorola Solutions, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on March 13, ~~2014 (File No. 1-7221))~~2014).
~~10.~~10.5768			Revolving Credit Agreement, dated as of April 25, 2017, among ~~the Company,~~Motorola Solutions, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several lenders and agents party thereto (incorporated by reference to Exhibit 10.1 to Motorola ~~Solutions'~~Solutions, Inc.'s Current Report on Form 8-K filed on April 27, ~~2017 (File No. 1-7221))~~2017).
~~10.~~10.5869			Definitive Purchase Agreement by and among Motorola Solutions, Inc., The Prudential Insurance Company of America, Prudential Financial, Inc., and State Street Bank and Trust Company, as Independent Fiduciary of the Motorola Solutions Pension Plan, dated as of September 22, 2014 (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2014 (File No. 1-7221))**
~~10.~~70	Revised and Amended Aircraft Time Sharing Agreement, dated as of October 1, 2015, ~~by and~~ between Motorola Solutions, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.4 to Motorola ~~Solutions’,~~Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, ~~2015 (File No. 1-7221))~~2015).
~~10.7~~10.591			Investment Agreement, ~~by and~~dated as of September 5, 2019, among Motorola Solutions, Inc., Silver Lake ~~Partners IV,~~Alpine, L.P. and Silver Lake ~~Partners IV Cayman (AIV II),~~Alpine (Offshore Master) L.P.~~, dated as of August 4, 2015~~ (incorporated by reference to Exhibit 10.1 to Motorola ~~Solutions’~~Solutions, Inc.’s Current Report on Form 8-K filed on ~~August~~September 5, ~~2015 (file No. 1-7221))~~2019).
*12		~~Statement regarding Computation of Ratio of Earnings to Fixed Charges.~~
*21		Subsidiaries of Motorola Solutions, Inc.
23*23.1			Consent of Independent Registered Public Accounting ~~Firm, see page~~ ~~105~~ ~~of the Annual Report on Form 10-K of which this Exhibit Index is a part.~~ Firm.
*23.2			Consent of Independent Registered Public Accounting Firm.
*31.1			Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2			Certification of ~~Gino A. Bonanotte~~Jason J. Winkler pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1			Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2			Certification of ~~Gino A. Bonanotte~~Jason J. Winkler pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			Inline XBRL Instance Document
101.SCH			Inline XBRL Taxonomy Extension Scheme Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document

102


101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

** ~~Confidential treatment has been requested for portions of this agreement~~Furnished herewith

(b)Exhibits:


~~(b)~~	~~Exhibits:~~

See Item 15(a) 3 above.

~~CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Item 16. Form 10-K Summary

~~The Board of Directors~~None.

~~Motorola Solutions, Inc.:~~

103

We consent to the incorporation by reference in the registration statements on Form S‑8 (Nos. 033‑59285, 333‑51847, 333‑36308, 333‑53120, 333‑60612, 333‑87728, 333‑105107, 333‑123879, 333‑133736, 333‑142845, 333‑160137, and 333‑204324) and Form S‑3 (Nos. 333‑76637, 333‑206451, 333‑208332, and 333-223828) of Motorola Solutions, Inc. of our reports dated February 15, 2019, with respect to the consolidated balance sheets of Motorola Solutions, Inc. as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 10‑K of Motorola Solutions, Inc.

~~Our report on the financial statements refers to a change to the revenue recognition accounting principle as a result of the adoption of ASU 2014-09, "Revenue from Customers with Contracts."~~

Our report dated February 15, 2019, on the effectiveness of internal control over financial reporting as of December 31, 2018, contains an explanatory paragraph that states Motorola Solutions, Inc. acquired Avigilon Corporation during 2018, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018, Avigilon Corporation’s internal control over financial reporting associated with total assets representing 12.6% of consolidated total assets, and total net sales representing 5.2% of consolidated net sales included in the consolidated financial statements of the Company as of and for the year ended December 31, 2018. Our audit of internal control over financial reporting of Motorola Solutions, Inc. also excluded an evaluation of the internal control over financial reporting of Avigilon Corporation.

~~Chicago, Illinois~~

~~February 15, 2019~~

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Motorola Solutions, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		MOTOROLA SOLUTIONS, INC.

		~~MOTOROLA SOLUTIONS, INC.~~

By:	/S/ GREGORY Q. BROWN
			Gregory Q. Brown
			Chairman and Chief Executive Officer

February ~~15, 2019~~12, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Motorola Solutions, Inc. and in the capacities and on the dates indicated.

Signature

Title

Date

/S/ GREGORY Q. BROWN

Chairman and Chief Executive Officer

February 12, 2021

Gregory Q. Brown

and Director
(Principal Executive Officer)

/S/ JASON J. WINKLER

Executive Vice President and

February 12, 2021

Jason J. Winkler

Chief Financial Officer
(Principal Financial Officer)

/S/ DAN PEKOFSKE

Corporate Vice President and

February 12, 2021

Dan Pekofske

Chief Accounting Officer
(Principal Accounting Officer)

~~Signature~~

~~Title~~

~~Date~~

~~/S/ GREGORY Q. BROWN~~

~~Chairman and Chief Executive Officer~~

~~February 15, 2019~~

~~Gregory Q. Brown~~

~~and Director~~

~~(Principal Executive Officer)~~

~~/S/ GINO A. BONANOTTE~~

~~Executive Vice President and~~

~~February 15, 2019~~

~~Gino A. Bonanotte~~

~~Chief Financial Officer~~

~~(Principal Financial Officer)~~

~~/S/ DAN PEKOFSKE~~

~~Corporate Vice President and~~

~~February 15, 2019~~

~~Dan Pekofske~~

~~Chief Accounting Officer~~

~~(Principal Accounting Officer)~~

/S/ KENNETH D. DENMAN

Director

February ~~15, 2019~~12, 2021

Kenneth D. Denman

/S/ EGON P. DURBAN

Director

February ~~15, 2019~~12, 2021

Egon P. Durban

/S/ CLAYTON M. JONES

Director

February ~~15, 2019~~12, 2021

Clayton M. Jones

/S/ JUDY C. LEWENT

Director

February ~~15, 2019~~12, 2021

Judy C. Lewent

/S/ GREGORY K. MONDRE

Director

February ~~15, 2019~~12, 2021

Gregory K. Mondre

~~/S/ ANNE R. PRAMAGGIORE~~

~~Director~~

~~February 15, 2019~~

~~Anne R. Pramaggiore~~

~~/S/ SAMUEL C. SCOTT III~~

~~Director~~

~~February 15, 2019~~

~~Samuel C. Scott III~~

/S/ JOSEPH M. TUCCI

Director

February ~~15, 2019~~12, 2021

Joseph M. Tucci

~~106~~104



~~DELAWARE~~Delaware						36-1115800
(State of Incorporation)						(I.R.S. Employer Identification No.)



TABLE OF CONTENTS		~~Page~~
		Page
PART I		3
Item 1. Business		3
~~Item 1. Business~~Overview		3
~~General~~	3
~~Business Organization~~	3
~~Strategy and Focus Areas~~	4
~~Customers and Contracts~~	5
~~Competition~~	5
~~Other Information~~Business Organization		64
~~Backlog~~Customers and Contracts		6
~~Research and Development~~Competition		6
COVID-19		7
Other Information		7
Backlog		7
Research and Development		9
Intellectual Property Matters		69
Inventory and Raw Materials		79
~~Environmental Quality~~Government ~~and Regulatory Matters~~Regulations		710
~~Employees~~Human Capital Management		810
~~Material Dispositions~~	8
~~Financial Information About Geographic Areas~~Material Dispositions		811
~~Financial~~Available Information ~~About Segments~~		811
~~Available Information~~		8
Item 1A. Risk Factors	912
Item 1B. Unresolved Staff Comments		2122
Item 2. Properties		2122
Item 3. Legal Proceedings		2123
Item 4. Mine Safety Disclosures		2123
Information about our Executive Officers ~~of the Registrant~~		2223
PART II		2324
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		2324
Item 6. Selected Financial Data		2526
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2627
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		4748
Item 8. Financial Statements and Supplementary Data		4849
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		9697
Item 9A. Controls and Procedures		9697
Item 9B. Other Information		9697
PART III		98
Item 10. Directors, Executive Officers and Corporate Governance		98
Item 11. Executive Compensation		98
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		98
Item 13. Certain Relationships and Related Transactions, and Director Independence		98
Item 14. Principal Accounting Fees and Services		98
PART IV		99
Item 15. Exhibits and Financial Statement Schedules		99
15(a)(1) Financial Statements		99
15(a)(2) Financial Statement Schedule ~~and Independent Auditors’ Report~~s		99
15(a)(3) Exhibits		99
Item 16 . Form 10-K Summary		103
Signatures		104



~~Industry standard definition~~	~~The Association of Public Safety Communications Officials~~ ~~Project 25 standard ("APCO-25")~~	~~The European Telecommunications Standards Institute (“ETSI”)~~ ~~Terrestrial Trunked Radio standard ("TETRA")~~	~~ETSI, Digital mobile radio ("DMR") and professional commercial radio ("PCR") standards~~
~~Industry standard name~~	~~APCO P25~~	~~TETRA~~	~~DMR~~
~~Motorola Solutions product name~~	~~ASTRO~~	~~Dimetra IP~~	~~PCR MOTOTRBO (Digital)~~
~~Primary end users~~	~~Government, Public Safety~~	~~Government, Public Safety~~	~~Commercial~~
~~Primary geographic region of use~~	~~North America, Latin America, Asia, Middle East, Africa~~	~~Europe, Asia, Latin America, Middle East, Africa~~	~~All regions~~



~~Services~~	~~Services includes a continuum of service offerings beginning with~~managed services, which offer a broad continuum of support for our customers. Support services include repair technical support, and maintenance. More advanced offerings include monitoring, software updates, and cybersecurity services. Managed services range from partial or full operation of customer-owned networks to operation of Motorola Solutions-owned networks. Services represented 81% of the net sales of the Services and Software segment in 2018.
~~Software~~	Software includes a public safety and enterprise command center software suite, unified communications applications, and video software solutions, delivered both on premise and “as a service” and represented 19% of the net sales of the Services and Software segment in 2018.


Technology			Competitor
LMR			L3Harris Technologies, Inc., Hytera, Airbus SE, Kenwood Corporation
Command Center Software			Central Square Technologies, Axon Enterprise, Inc., Tyler Technologies, Inc., West Corporation, Intergraph Corporation, Zetron, ComTech
Video Security and Analytics			Axis Communications, Hikvision, Dahua Technology Company, Hanwha Group, Genetec Inc., Axon Enterprise, Inc.



ý☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share ⁽¹⁾		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program ⁽²⁾	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program⁽²⁾
09/27/18 to 10/24/18	—	$	—	—	$	1,642,593,206
10/25/18 to 11/20/18	485,945	$	125.97	485,945	$	1,581,377,757
11/21/18 to 12/27/18	40,254	$	124.23	40,254	$	1,576,377,038
Total	526,199	$	125.84	526,199


	Years ended December 31																Years ended December 31
(Dollars in millions, except per share amounts)	2018			% of Sales **		2017			% of Sales **		2016			% of Sales **		(Dollars in millions, except per share amounts)	2020		% of Sales **		2019		% of Sales **		2018		% of Sales **
Net sales from products	$	4,463				$	3,772				$	3,649				Net sales from products	$	4,087			$	4,746			$	4,463
Net sales from services	2,880					2,608					2,389					Net sales from services	3,327				3,141				2,880
Net sales	7,343					6,380					6,038					Net sales	7,414				7,887				7,343
Costs of product sales	2,035			45.6	%	1,686			44.7	%	1,649			45.2	%	Costs of product sales	1,872		45.8	%	2,049		43.2	%	2,035		45.6	%
Costs of services sales	1,828			63.5	%	1,670			64.0	%	1,520			63.6	%	Costs of services sales	1,934		58.1	%	1,907		60.7	%	1,828		63.5	%
Costs of sales	3,863			52.6	%	3,356			52.6	%	3,169			52.5	%	Costs of sales	3,806		51.3	%	3,956		50.2	%	3,863		52.6	%
Gross margin	3,480			47.4	%	3,024			47.4	%	2,869			47.5	%	Gross margin	3,608		48.7	%	3,931		49.8	%	3,480		47.4	%
Selling, general and administrative expenses	1,254			17.1	%	1,025			16.1	%	1,044			17.3	%	Selling, general and administrative expenses	1,293		17.4	%	1,403		17.8	%	1,254		17.1	%
Research and development expenditures	637			8.7	%	568			8.9	%	553			9.2	%	Research and development expenditures	686		9.3	%	687		8.7	%	637		8.7	%
Other charges	334			4.5	%	147			2.3	%	224			3.7	%	Other charges	246		3.3	%	260		3.3	%	334		4.5	%
Operating earnings	1,255			17.1	%	1,284			20.1	%	1,048			17.4	%	Operating earnings	1,383		18.7	%	1,581		20.0	%	1,255		17.1	%
Other income (expense):																Other income (expense):
Interest expense, net	(222		)	(3.0	)%	(201		)	(3.2	)%	(205		)	(3.4	)%	Interest expense, net	(220)		(3.0)	%	(220)		(2.8)	%	(222)		(3.0)	%
Gains (losses) on sales of investments and businesses, net	16			0.2	%	3			—	%	(6		)	(0.1	)%	Gains (losses) on sales of investments and businesses, net	(2)		—	%	5		0.1	%	16		0.2	%
Other	53			0.7	%	(10		)	(0.2	)%	7			0.1	%	Other	13		0.2	%	(365)		(4.6)	%	53		0.7	%
Total other expense	(153		)	(2.1	)%	(208		)	(3.3	)%	(204		)	(3.4	)%	Total other expense	(209)		(2.8)	%	(580)		(7.4)	%	(153)		(2.1)	%
Net earnings before income taxes	1,102			15.0	%	1,076			16.9	%	844			14.0	%	Net earnings before income taxes	1,174		15.8	%	1,001		12.7	%	1,102		15.0	%
Income tax expense	133			1.8	%	1,227			19.2	%	282			4.7	%	Income tax expense	221		3.0	%	130		1.6	%	133		1.8	%
Net earnings (loss)	969			13.2	%	(151		)	(2.4	)%	562			9.3	%
Net earnings																Net earnings	953		12.9	%	871		11.0	%	969		13.2	%
Less: Earnings attributable to noncontrolling interests	3			—	%	4			0.1	%	2			—	%	Less: Earnings attributable to noncontrolling interests	4		0.1	%	3		—	%	3		—	%
Net earnings (loss)*	$	966		13.2	%	$	(155	)	(2.4	)%	$	560		9.3	%
Earnings (loss) per diluted common share*:

Net earnings*																Net earnings*	$	949	12.8	%	$	868	11.0	%	$	966	13.2	%

Earnings per diluted common share*	$	5.62				$	(0.95	)			$	3.24				Earnings per diluted common share*	$	5.45			$	4.95			$	5.62



Year	Shares Repurchased (in millions)	Average Price		Aggregate Amount (in millions)
2018	1.2	$	112.42	$	132
2017	5.7	85.32		483
2016	12.0	70.28		842


	Payments Due by Period																	Payments Due by Period
(in millions)	Total		2019		2020		2021		2022		2023		Uncertain Timeframe		Thereafter		(in millions)	Total		2021		2022		2023		2024		2025		Uncertain Timeframe		Thereafter
Long-term debt obligations, gross	$	5,382	$	31	$	801	$	810	$	767	$	604	$	—	$	2,369	Long-term debt obligations, gross	$	5,228	$	12	$	4	$	326	$	1,588	$	322	$	—	$	2,976
Lease obligations	722		131		120		112		101		54		—		204		Lease obligations	586		141		127		73		59		47		—		139
Purchase obligations*	124		92		16		12		3		1		—		—		Purchase obligations*	209		50		52		50		51		6		—		—
Tax obligations	76		11		—		—		—		—		65		—		Tax obligations	64		—		—		—		—		—		64		—

Total contractual obligations	$	6,304	$	265	$	937	$	934	$	871	$	659	$	65	$	2,573	Total contractual obligations	$	6,087	$	203	$	183	$	449	$	1,698	$	375	$	64	$	3,115


(In millions, except per share amounts)	Shares		Common Stock and Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interests			(In millions, except per share amounts)	Shares	Common Stock and Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Noncontrolling Interests
Balance as of January 1, 2016	174.5		$	44		$	(1,866	)	$	1,716		$	10
Net earnings									560			2
Other comprehensive loss						(451		)
Issuance of common stock and stock options exercised	3.0		93
Share repurchase program	(12.0	)							(842		)
Share-based compensation expense			68
Dividends declared									(286		)
Balance as of December 31, 2016	165.5		$	205		$	(2,317	)	$	1,148		$	12
Net earnings									(155		)	4
Other comprehensive income						25
Issuance of common stock and stock options exercised	1.8		82
Share repurchase program	(5.7	)							(483		)
Reclassification of stranded tax effects						(270		)	270
Share-based compensation expense			66
Dividends paid to noncontrolling interest in subsidiary common stock												(1		)
Dividends declared									(313		)
Balance as of December 31, 2017	161.6		$	353		$	(2,562	)	$	467		$	15
Balance as of January 1, 2018															Balance as of January 1, 2018	161.6	$	353	$	(2,562)	$	467	$	15
Net earnings									966			3			Net earnings						966		3
Other comprehensive loss						(203		)							Other comprehensive loss				(203)
Issuance of common stock and stock options exercised	3.6		168												Issuance of common stock and stock options exercised	3.6	168
Share repurchase program	(1.2	)							(132		)				Share repurchase program	(1.2)					(132)
ASU 2016-16 modified retrospective adoption									(31		)				ASU 2016-16 modified retrospective adoption						(31)
Share-based compensation expense			73												Share-based compensation expense		73
ASU 2014-09 modified retrospective adoption									127						ASU 2014-09 modified retrospective adoption						127
Dividends paid to noncontrolling interest in subsidiary common stock												(1		)	Dividends paid to noncontrolling interest in subsidiary common stock								(1)
Dividends declared									(346		)				Dividends declared						(346)
Repurchase of senior convertible notes			(173		)										Repurchase of senior convertible notes		(173)
Balance as of December 31, 2018	164.0		$	421		$	(2,765	)	$	1,051		$	17		Balance as of December 31, 2018	164.0	$	421	$	(2,765)	$	1,051	$	17
Net earnings															Net earnings						868		3
ASU 2016-16 beginning balance adjustment															ASU 2016-16 beginning balance adjustment						30
Other comprehensive income															Other comprehensive income				325
Issuance of common stock and stock options exercised															Issuance of common stock and stock options exercised	2.4	122
Share repurchase program															Share repurchase program	(2.3)					(315)
Issuances of common stock for acquisition															Issuances of common stock for acquisition	1.4	160
Share-based compensation expense															Share-based compensation expense		118
Issuance of common stock for 2.00% senior convertible notes															Issuance of common stock for 2.00% senior convertible notes	5.5	988
Dividends paid to noncontrolling interest in subsidiary common stock															Dividends paid to noncontrolling interest in subsidiary common stock								(3)
Equity component of 1.75% senior convertible notes															Equity component of 1.75% senior convertible notes		10
Dividends declared															Dividends declared						(395)
Repurchase of 2.00% senior convertible notes															Repurchase of 2.00% senior convertible notes		(1,318)
Balance as of December 31, 2019															Balance as of December 31, 2019	171.0	$	501	$	(2,440)	$	1,239	$	17
Net earnings															Net earnings						949		4
Other comprehensive loss															Other comprehensive loss				(6)
Issuance of common stock and stock options exercised															Issuance of common stock and stock options exercised	3.1	131
Share repurchase program															Share repurchase program	(3.9)					(612)
Share-based compensation expense															Share-based compensation expense		129
Dividends paid to noncontrolling interest in subsidiary common stock															Dividends paid to noncontrolling interest in subsidiary common stock								(4)
Dividends declared															Dividends declared						(449)

Balance as of December 31, 2020															Balance as of December 31, 2020	170.2	$	761	$	(2,446)	$	1,127	$	17


	Balance at January 1, 2020		Charged to Earnings		Used		Adjustments*		Balance at December 31, 2020
Allowance for credit losses	$	63	$	47	$	(34)	$	(1)	$	75



(In millions)	December 31, 2017		Reclassification of Contract Assets			Reclassification of Non-customer receivables			Reclassification of Contract Liabilities			Impact of Adoption on Open Contracts			January 1, 2018
															(Unaudited)
ASSETS
Accounts receivable, net	$	1,523	$	(297	)	$	(24	)	$	—		$	(4	)	$	1,198
Contract assets	—		846			—			—			85			931
Inventories, net	327		—			—			—			1			328
Other current assets	832		(549		)	24			—			(23		)	284
Deferred income taxes	1,023		—			—			—			(41		)	982
Other assets	333		—			—			—			85			418
LIABILITIES AND STOCKHOLDERS’ EQUITY
Contract liabilities	$	—	$	—		$	—		$	1,099		$	(17	)	$	1,082
Accrued liabilities	2,286		—			—			(1,099		)	—			1,187
Other liabilities	2,585		—			—			—			(7		)	2,578
Stockholders’ Equity
Retained earnings	467		—			—			—			127			594



	Year Ended
(In millions)	December 31, 2018		Adjustments due to ASC 606			December 31, 2018 Balances Under ASC 605
Net sales	$	7,343	$	(83	)	$	7,260
Gross margin	3,480		(82		)	3,398
Selling, general and administrative expenses	1,254		(64		)	1,190
Operating earnings	1,255		(18		)	1,237
Net earnings before income taxes	1,102		(18		)	1,084
Net earnings attributable to Motorola Solutions Inc.	966		(18		)	948



(In millions)	December 31, 2018		Adjustments due to ASC 606			December 31, 2018 Balances Under ASC 605
ASSETS
Accounts receivable, net	$	1,293	$	416		$	1,709
Contract assets	1,012		(1,012		)	—
Other current assets	354		531			885
Deferred income taxes	985		41			1,026
Other assets	344		(99		)	245
LIABILITIES AND STOCKHOLDERS' EQUITY
Contract liabilities	$	1,263	$	(1,263	)	$	—
Accrued liabilities	1,210		1,275			2,485
Other liabilities	2,300		10			2,310
Stockholders’ Equity
Retained earnings	1,051		(145		)	906



(in millions)	Products and Systems Integration		Services and Software
Regions
Americas	$	3,743	$	1,320
EMEA	845		755
Asia Pacific	512		168
Total	$	5,100	$	2,243

Major Products and Services
Devices	$	3,216	$	—
Systems and Systems Integration	1,884		—
Services	—		1,815
Software	—		428
Total	$	5,100	$	2,243

Customer Type
Direct	$	3,317	$	2,134
Indirect	1,783		109
Total	$	5,100	$	2,243



(in millions)	December 31, 2018		January 1, 2018
Receivables	$	1,293	$	1,198
Contract assets	1,012		931
Contract liabilities	1,263		1,082
Non-current contract liabilities	214		162


(in millions)	Statement Line Classification	December 31, 2020		December 31, 2019
Assets:
Operating lease assets	Operating lease assets	$	468	$	554
Finance lease assets	Property, plant, and equipment, net	30		41
		$	498	$	595
Current liabilities:
Operating lease liabilities	Accrued liabilities	$	126	$	122
Finance lease liabilities	Current portion of long-term debt	11		13
		$	137	$	135
Non-current liabilities:
Operating lease liabilities	Operating lease liabilities	$	402	$	497
Finance lease liabilities	Long-term debt	5		16
		$	407	$	513


As of December 31, 2020 (in millions)	Operating Leases		Finance Leases		Total
2021	$	141	$	12	$	153
2022	127		5		132
2023	73		0		73
2024	59		0		59
2025	47		0		47
Thereafter	139		0		139
Total lease payments	$	586	$	17	$	603
Less: Interest	58		1		59
Present value of lease liabilities	$	528	$	16	$	544


Years ended December 31 (in millions)	2020		2019		2018
Other charges (income):
Intangibles amortization (Note 15)	$	215	$	208	$	188
Reorganization of businesses (Note 14)	57		40		61
Losses on legal settlements	9		3		3
Asset impairments	5		0		1
Gain on sale of property, plant, and equipment	(50)		0		0
Environmental reserve expense	0		0		57

Operating lease ROU asset impairment	0		5		0
Acquisition-related transaction fees	9		3		24
Other	1		1		0
	$	246	$	260	$	334


		Amounts attributable to Motorola Solutions, Inc. common stockholders
	Net Earnings
Years ended December 31		2020		2019		2018
Basic earnings per common share:
Earnings		$	949	$	868	$	966
Weighted average common shares outstanding		170.0		166.6		162.4
Per share amount		$	5.58	$	5.21	$	5.95
Diluted earnings per common share:
Earnings		$	949	$	868	$	966
Weighted average common shares outstanding		170.0		166.6		162.4
Add effect of dilutive securities:
Share-based awards		4.1		4.7		4.2
2.00% senior convertible notes		0		4.3		5.4
1.75% senior convertible notes		0		0		0
Diluted weighted average common shares outstanding		174.1		175.6		172.0
Per share amount		$	5.45	$	4.95	$	5.62


	December 31							Financial Statement Location		December 31						Financial Statement Location
Gain (Loss) on Derivative Instruments	2018		2017			2016			Gain (Loss) on Derivative Instruments	2020		2019		2018

Foreign exchange contracts	$	—	$	(3	)	$	—	Other comprehensive income (loss)	Foreign exchange contracts	$	(7)	$	8	$	0	Other comprehensive income (loss)



	December 31, 2018		December 31, 2017		Adjustment			Financial Statement Location
Valuation allowance on foreign tax credit carryforward	$	400	$	471	$	(71	)	Deferred tax expense
Re-measurement of U.S. deferred tax balances at 21%	353		366		(13		)	Deferred tax expense
Transition tax on repatriation of foreign earnings	18		16		2			Current tax expense
Uncertain tax positions on foreign operations	21		21		—			Current tax expense
Disallowed deduction of covered employees' incentive plans	3		—		3			Deferred tax expense
Total	$	795	$	874	$	(79	)


December 31, 2018	Gross Tax Loss		Tax Effected		Expiration Period
December 31, 2020						December 31, 2020	Gross Tax Loss		Tax Effected		Expiration Period
United States:						United States:
U.S. tax losses	$	73	$	15	2022-2036	U.S. tax losses	$	48	$	10	2028-2038
Foreign tax credits	—		334		2019-2023	Foreign tax credits	0		282		2021-2023
General business credits	—		51		2026-2037	General business credits	0		3		2030-2039

State tax losses	—		35		2019-2030	State tax losses	0		27		2021-2031
State tax credits	—		32		2019-2031	State tax credits	0		20		2021-2039
Non-U.S. Subsidiaries:
Non-U.S. subsidiaries:						Non-U.S. subsidiaries:

Japan tax losses	102		32		2019-2025	Japan tax losses	74		22		2021-2027
Germany tax losses	26		8		Unlimited
United Kingdom tax losses	81		14		Unlimited	United Kingdom tax losses	113		21		Unlimited
Singapore tax losses	33		6		Unlimited	Singapore tax losses	12		2		Unlimited
Canada tax losses	46		12		2024-2025	Canada tax losses	20		5		2034-2038
Spain tax credits						Spain tax credits	0		24		2021-2028
Other subsidiaries tax losses	128		36		Various	Other subsidiaries tax losses	90		20		Various
Spain tax credits	—		25		Various
Other subsidiaries tax credits	—		13		Various	Other subsidiaries tax credits	0		13		Various
			$	613					$	449



Jurisdiction			Tax Years
United States			~~2014-2018~~2016-2020
Australia			~~2012-2018~~2016-2020
Canada			~~2014-2018~~2015-2020
Germany			~~2011-2018~~2016-2020
India			~~1997-2018~~1997-2020
Israel			~~2015-2018~~2019-2020
Poland			~~2014-2018~~2016-2020
Malaysia			~~2012-2018~~2013-2020
United Kingdom			~~2017~~2019-2020


	U.S. Pension Benefit Plans						Non U.S. Pension Benefit Plans						Postretirement Health Care Benefits Plan
Years ended December 31	2020		2019		2018		2020		2019		2018		2020		2019		2018
Service cost	$	0	$	0	$	0	$	2	$	2	$	3	$	0	$	0	$	0
Interest cost	144		202		186		29		36		38		2		3		2
Expected return on plan assets	(225)		(275)		(270)		(85)		(85)		(92)		(10)		(10)		(10)
Amortization of:
Unrecognized net loss	58		46		57		15		15		15		3		4		4
Unrecognized prior service benefit	0		0		0		(3)		0		0		(15)		(15)		(15)

Settlement loss	0		359		0		0		0		0		0		0		0
Net periodic cost (benefit)	$	(23)	$	332	$	(27)	$	(42)	$	(32)	$	(36)	$	(20)	$	(18)	$	(19)


	All Pension Benefit Plans				Postretirement Health Care Benefits Plan
December 31	2020		2019		2020		2019
Target Mix:
Equity securities	25	%	25	%	28	%	28	%
Fixed income securities	57	%	56	%	51	%	52	%
Cash and other investments	18	%	19	%	21	%	20	%
Actual Mix:
Equity securities	26	%	24	%	30	%	29	%
Fixed income securities	58	%	57	%	53	%	54	%
Cash and other investments	16	%	19	%	17	%	17	%



	2018 Market Stock Units		2017 Market Stock Units		2016 Market Stock Units
Expected volatility of common stock	25.0	%	24.1	%	24.2	%
Risk-free interest rate	2.4	%	1.7	%	1.1	%
Dividend yield	2.2	%	2.9	%	2.8	%



	~~2017 PCSOs~~
~~Expected volatility of common stock~~	~~24.1~~	%
~~Risk-free interest rate~~	~~1.8~~	%
~~Dividend yield~~	~~3.0~~	%
~~Expected life (years)~~	~~3.5~~


	2020		2019
	Performance Stock Units		Performance Stock Units
Expected volatility of common stock	34.7	%	20.6	%
Expected volatility of the S&P 500	29.0	%	25.0	%
Risk-free interest rate	0.6	%	2.2	%
Dividend yield	1.7	%	1.6	%


	Options Outstanding				Options Exercisable
Exercise price range	No. of options	Wtd. avg. Exercise Price		Wtd. avg. contractual life (in yrs.)	No. of options	Wtd. avg. Exercise Price		Wtd. avg. contractual life (in yrs.)
Under $50	520	$	38	0	520	$	38	0


$51-$60	646	54		1	646	54		2
$61-$70	1,372	68		1	1,372	68		2
$71-$80	372	71		3	372	71		5
$81-$90	505	82		6	502	82		6
$91-$100	6	93		6	6	93		6
$101 and over	979	134		8	164	126		8
	4,400				3,582


	Stock Options			Restricted Stock Units			Restricted Stock
	No. of Options Outstanding	Wtd. Avg. Exercise Price of Shares		No. of Non-Vested Awards	Wtd. Avg. Grant Date Fair Value		No. of Non-Vested Awards	Wtd. Avg. Grant Date Fair Value
Balance as of January 1, 2020	2,983	$	63	1,047	$	111	440	$	119
Granted	167	153		510	144		51	171
Releases/Exercised	(890)	51		(489)	103		(366)	122
Forfeited/Canceled	(20)	129		(81)	134		0	0
Balance as of December 31, 2020	2,240	$	74	987	$	138	125	$	132
Awards exercisable	1,845	60		0	0		0	0


																		Performance Options*			Market Stock Units			Performance Stock Units
	Stock Options				Performance Options*				Restricted Stock Units				Market Stock Units					No. of Options Outstanding	Wtd. Avg. Exercise Price of Shares		No. of Non-Vested Awards	Wtd. Avg. Grant Date Fair Value		No. of Non-Vested Awards	Wtd. Avg. Grant Date Fair Value
Shares Outstanding in Thousands	No. of Options Outstanding		Wtd. Avg. Exercise Price of Shares		No. of Options Outstanding		Wtd. Avg. Exercise Price of Shares		No. of Non-Vested Awards		Wtd. Avg. Grant Date Fair Value		No. of Non-Vested Awards		Wtd. Avg. Grant Date Fair Value
Balance as of January 1, 2018	4,604		$	52	2,678		$	72	1,257		$	70	139		$	78
Balance as of January 1, 2020																	Balance as of January 1, 2020	2,168	$	78	112	$	123	27	$	204
Granted	272		111		159		108		484		105		53		125		Granted	111	155		79	112		87	234
Releases/Exercised	(1,445	)	52		(774	)	71		(570	)	70		(101	)	73		Releases/Exercised	(491)	75		(94)	114		(59)	184
Adjustment for payout factor	—		—		115		67		—		—		31		73		Adjustment for payout factor	376	81		35	90		0	0
Forfeited/Canceled	(20	)	88		(19	)	81		(74	)	82		—		—		Forfeited/Canceled	(4)	139		(1)	94		0	204
Balance as of December 31, 2018	3,411		$	57	2,159		$	74	1,097		$	84	122		$	102

Vested or expected to vest	3,032		50		1,492		70		462		71		89		80
Balance as of December 31, 2020																	Balance as of December 31, 2020	2,160	$	84	131	$	121	55	$	219
Awards exercisable																	Awards exercisable	1,737	72		0	0		0	0


December 31, 2020	Level 1		Level 2		Total
Assets:
Foreign exchange derivative contracts	$	0	$	14	$	14




Common stock and equivalents	19		0		19
Liabilities:
Foreign exchange derivative contracts	$	0	$	8	$	8