UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________ 
FORM 10-K
_____________________________ 
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182021
or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                    
Commission File number 1-7221
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MOTOROLA SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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DELAWAREDelaware36-1115800
(State of Incorporation)(I.R.S. Employer Identification No.)
500 WestW. Monroe Street, Chicago, Illinois 60661
(Address of principal executive offices)offices, zip code)

(847) 576-5000
(Registrant’s telephone number) number, including area code:

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock $.01 $0.01Par Value per ShareMSINew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:Act: None
None
_____________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerx
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
Emerging growth company¨
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨     No  ý
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2018July 2, 2021 (the last business day of the Registrant’sregistrant’s most recently completed second quarter) was approximately $14.9$33.2 billion.
The number of shares of the registrant’s Common Stock, $.01 par value per share, outstanding as of February 1, 20197, 2022 was 163,871,288.168,209,089.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement to be delivered to stockholders in connection with its Annual Meeting of StockholdersShareholders to be held on May 13, 2019,17, 2022 (the "Proxy Statement"), are incorporated by reference into Part III.


III of this Annual Report on Form 10-K (this "Form 10-K").
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TABLE OF CONTENTSPage
Page
PART I
Item 1. Business
General
Business Organization
Strategy and Focus Areas
Customers and Contracts
Competition
Other Information
Backlog
Research and Development
Intellectual Property Matters
Material Dispositions




PART I
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Throughout this Form 10-K report we “incorporate by reference” certain information in parts of other documents filed with the Securities and Exchange Commission (the “SEC”). The SEC allows us to disclose important information by referring to it in that manner. Please refer to such information.
We are making forward-looking statements in this report. In “Item 1A: Risk Factors” we discuss some of the risk factors that could cause actual results to differ materially from those stated in the forward-looking statements.
“Motorola Solutions” (which may be referred to as the “Company,” “we,” “us,” or “our”) means Motorola Solutions, Inc. or Motorola Solutions, Inc. and its subsidiaries, or one of our segments, as the context requires. 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.
Forward-Looking Statements
Statements in this Form 10-K which are not historical in nature are forward-looking statements within the meaning of applicable federal securities law. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as “believes,” “expects,” “intends,” “aims,” “estimates” and similar expressions. We can give no assurance that any future results or events discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this Form 10-K. Some of these risks and uncertainties include, but are not limited to, those discussed in “Part I. Item 1A. Risk Factors” of this Form 10-K and those described elsewhere in this Form 10-K or in our other SEC filings. Forward-looking statements include, but are not limited to, statements under the following headings: (1) “Business,” about: (a) industry growth and demand, including opportunities resulting from such growth, (b) future product development and the demand for, growth related to, and benefits of, new products, (c) growth of sales with existing customers, (d) customer spending and requests for vendor financing, (e) the impact of our strategy and focus areas, (f) the impact from the loss of key customers, (g) competitive position and our ability to maintain a leadership position in our core products, (h) increased competition, (i) our practice of subcontracting work to other companies to fulfill customer needs, (j) the continuing and future impact of the COVID-19 pandemic on our business, (k) the impact of recent acquisitions on our business, (l) the impact of existing and future regulatory matters (including with respect to climate change) on our business, (m) the impact from the allocation and regulation of spectrum, particularly with respect to broadband spectrum, (n) the firmness of each segment's backlog, (o) the competitiveness of the patent portfolio, (p) the impact of research and development, (q) the availability and costs of materials and components, energy supplies and labor, (r) the seasonality of the business, (s) our human capital management strategy and philosophy, and (t) our capital deployment model; (2) “Legal Proceedings,” about the ultimate disposition of pending legal matters and timing; (3) “Management's Discussion and Analysis of Financial Condition and Results of Operations,” about: (a) the continuing and future impact of COVID-19 on our business, (b) the availability and costs of materials, components and labor, (c) the impact of global economic and political conditions on our business, (d) the impact of acquisitions on our business, (e) the impact of existing and future laws, regulations, international treaties and industry standards relating to climate change on our business, (f) market growth/contraction, demand, spending and resulting opportunities, (g) industry growth and demand, including opportunities resulting from such growth, (h) future product development and demand for, growth related to, and benefits of, new products, (i) the impact of foreign exchange rate fluctuations, (j) our continued ability to reduce our operating expenses, (k) expected improvements in operating leverage and operating margins, (l) the growth of sales opportunities in our LMR Communications, Video Security and Access Control and Command Center Software technologies, (m) the return of capital to shareholders through dividends and/or repurchasing shares, (n) our ability to invest in capital expenditures and research and development, (o) the success of our business strategy and portfolio, (p) future payments, charges, use of accruals and expected cost-saving and profitability benefits associated with our reorganization of business programs and employee separation costs, (q) our ability and cost to repatriate funds, (r) future cash contributions to pension plans or retiree health benefit plans, (s) the liquidity of our investments, (t) our ability and cost to access the capital markets, (u) our ability to borrow and the amount available under our credit facilities, (v) our ability and cost to obtain performance bonds, (w) adequacy of internal resources to fund expected working capital and capital expenditure measurements, (x) expected payments pursuant to commitments under agreements and other obligations in the short-term and long-term, (y) the ability to meet minimum purchase obligations, (z) our ability to sell accounts receivable and the terms and amounts of such sales, (aa) the outcome and effect of ongoing and future legal proceedings, (bb) the impact of the loss of key customers, (cc) the expected effective tax rate and deductibility of certain items, and (dd) the impact of the adoption of accounting pronouncements on our financial results; and (4) “Quantitative and Qualitative Disclosures about Market Risk,” about: (a) the impact of foreign currency exchange risks, (b) the impact of interest rate risk, (c) future hedging activity and expectations of the Company, and (d) the ability of counterparties to financial instruments to perform their obligations.

PART I
Item 1: Business
GeneralOverview
Motorola Solutions is a leading global provider of mission-critical communications. Our technology platforms in communications, software, video, and services make cities safer and help communities and businesses thrive. At Motorola Solutions, we are ushering in a new eraleader in public safety and enterprise security. Public safetyOur technologies in Land Mobile Radio Communications ("LMR" or "LMR Communications"), Video Security and commercial customers globally depend on our solutionsAccess Control and Command Center Software, bolstered by managed and support services, create an integrated technology ecosystem to keep them connected, from everyday to extreme moments.help make communities safer and businesses stay productive and secure. We serve more than 100,000 public safety and commercial customers in more thanover 100 countries, providing “purpose-built” solutions designed for their unique needs, and we have a rich heritage of innovation spanningfocusing on advancing global safety for more than 90 years.
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We are incorporated under the laws of the State of Delaware as the successor to an Illinois corporation, Motorola, Inc., organized in 1928. We changed our name from Motorola, Inc. to Motorola Solutions, Inc. on January 4, 2011. Our principal executive offices are located at 500 W. Monroe Street,St., Chicago, Illinois 60661.
Recent Acquisitions
On January 7, 2019, we announced that we acquired VaaS International Holdings, Inc. ("VaaS"), a "video analysis as a service" company that is a leading global provider of data and image analytics for vehicle location for a purchase price of $445 million. This acquisition expands our command center software portfolio.
On March 28, 2018, we completed the acquisition of Avigilon Corporation ("Avigilon"), a provider of advanced security and video solutions including video analytics, network video management hardware and software, video cameras and access control solutions for a purchase price of $974 million.
On March 7, 2018, we completed the acquisition of Plant Holdings, Inc. ("Plant"), the parent company of Airbus DS Communications for a purchase price of $237 million. This acquisition expands our software portfolio in the command center with additional solutions for Next Generation 9-1-1.
On August 28, 2017, we completed the acquisition of Kodiak Networks, a provider of broadband push-to-talk for commercial customers, for a purchase price of $225 million.
On March 13, 2017, we completed the acquisition of Interexport, a managed service provider of communications systems to public safety and commercial customers in Chile, for a purchase price of $98 billion Chilean pesos, or approximately $147 million.
OnNovember 10, 2016, we completed the acquisition of Spillman Technologies ("Spillman"), a provider of comprehensive law enforcement and public safety software solutions, for a purchase price of$221 million. The acquisition expands our command center services and software portfolio and enables us to offer a full suite of solutions to a broader customer base.
On February 19, 2016, we completed the acquisition of Guardian Digital Communications Limited ("GDCL"), a holding company of Airwave Solutions Limited ("Airwave"), the largest private operator of a public safety network in the world. All of the outstanding equity of GDCL was acquired for the sum of £1, after which we invested into GDCL £698 million, net of cash acquired, or approximately $1.0 billion, to settle all third party debt.
Business Organization
DuringWe manage our business organizationally through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, the second quarter of 2018,Company has principal product lines that also follow our three major technologies: LMR Communications, Video Security and Access Control and Command Center Software. In January 2022 we modified our internal reporting structurebegan using LMR Communications, eliminating the "Mission Critical" descriptor from LMR Mission Critical Communications, to better align the wayenhance investor understanding; this name change does not require any financial information to be reclassified from previous periods.
LMR Communications: Infrastructure, devices (two-way radio and broadband, including both for public safety and Professional Commercial Radio ("PCR")) and software that enable communications, inclusive of installation and integration, backed by services, to assure availability, security and resiliency.
Video Security and Access Control: Cameras (fixed, body-worn, in-vehicle), access control, infrastructure, video management, software and artificial intelligence ("AI")-enabled analytics that enable visibility “on scene” and bring attention to what’s important.
Command Center Software: Software suite that enables collaboration and shares information throughout the public safety workflow from "911 call to case closure."
The Company has invested across these three technologies, evolving the Company’s LMR focus to purposefully integrate software, video security and access control solutions for public safety and enterprise customers globally.
Our strategy is reported to generate value through the integration of each technology into our ecosystem, uniting voice, software, video security, access control and analyzedanalytics to interoperate. While each technology individually strives to make users safer and more productive, we believe we can enable better outcomes for individuals, businesses and agencies when we unite these technologies as one connected system. With our technology ecosystem, our goal is to help remove silos between systems, unify data, streamline workflows, simplify management and support evolving technologies. Across all three technologies, we offer cloud-based solutions, cybersecurity services and managed and support services.
An example of our integrated technology ecosystem in action is when our municipal governmental agency customers leverage communications, video security, analytics and cloud-based software to understand what is happening across their cities, which we believe helps to improve community collaboration and overall safety. Video security and access control solutions help users identify and understand events, find lost people and protect property. Command center software informs and assists emergency response by executive leadershipunifying data across the 911 workflow, including call handling, dispatch, video analytics, field reporting, records, evidence and community input. Voice and data communications connect law enforcement, fire and emergency medical services from different agencies and jurisdictions in part as a resultan effort to improve coordination and collaboration. The end-to-end integration of recent acquisitions contributingthese technologies assists agencies in detecting, analyzing, communicating and responding to the growthincidents.
The principal products within the newly-aligned Services and Software segment. Previously, we had two reporting segments: Products and Services. The changes in reporting structure consist of Systems Integration-related revenue and costs moving from the old Serviceseach segment, into the newly-presented Products and Systems Integration segment and software-related revenue and costs moving from the old Products segment into the newly-presented Services and Software segment.by technology, are described below:
Products and Systems Integration Segment
The ProductsIn 2021, the segment’s net sales were $5.0 billion, representing 62% of our consolidated net sales.    
LMR Communications
Our LMR Communications technology includes infrastructure and Systems Integration segment offers an extensive portfoliodevices for LMR, public safety Long Term Evolution (“LTE”) and enterprise-grade private LTE. We are a global leader in the two-way radio category, including Project 25 (“P25”), Terrestrial Trunked Radio (“TETRA”) and Digital Mobile Radio (“DMR”), as well as other PCR solutions. We also deliver LTE solutions for public safety, government and commercial users, including infrastructure and devices operating in 700 MHz, 900 MHz and Citizens’ Broadband Radio Service (“CBRS”) frequencies. Primary sources of revenue for this technology come from selling devices and building telecommunications networks, including infrastructure, devices, accessories, video solutions, and the implementation, optimization,installation and integration ofwith our customers’ technology environments.
Our technology enables voice and multimedia collaborations across different two-way radio, WiFi or public LTE and private broadband networks. We believe that first responders continue to trust LMR communications because they are purpose-built and designed for reliability, availability, security and resiliency to withstand the most challenging conditions. By adding broadband data capabilities to our two-way radios, we strive to provide our customers with greater functionality and multimedia access to the information and data they need in their workflows. Examples include application services such systems, devices,as GPS location to better protect lone workers, job dispatch to share information and applications. over-the-air programming to optimize device uptime.
The primary customers ofLMR technology within the Products and Systems Integration segment are government, public safety and first-responder agencies, municipalities, and commercial and industrial customers who operate private communications networks and video solutions. In 2018, the segment’s net sales were $5.1 billion, representing 69% of our consolidated net sales. The Products and Systems Integration segment has the following two principal product lines:


Devices:Devices includes two-way portable and vehicle-mounted radios, accessories, software features, and upgrades. Devices also includes video cameras. Devices represented 63%84% of the net sales of the total segment in 2021.
Video Security and Access Control
Our Video Security and Access Control technology includes video management infrastructure, AI-powered security cameras including fixed and mobile (body-worn and in-vehicle) and access control solutions. We deploy video security and access control solutions to thousands of government and commercial customers around the world including school campuses, transportation systems, healthcare centers, public venues, utilities, prisons, factories, casinos, airports, financial institutions, government facilities, state and local law enforcement agencies and retailers. Organizations such as these utilize video security
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and access control to enable continuous monitoring that can improve situational awareness, verify critical events or incidents in real-time and provide data to investigate an event or incident after it happens.
Our view is that government and public safety customers in particular are increasingly turning to video security technologies, including fixed street cameras, in-vehicle cameras and body-worn cameras, to increase visibility, accountability and safety for citizens, communities and first responders alike. Additionally, our view is that government, public safety agencies and businesses are increasingly turning to scalable, cloud-based multi-factor authentication access control to make their facilities more secure.
Since 2018, we have developed our video security and access control business through investments in research and development and through acquisitions, directly contributing to our growth strategy to serve as a leader in end-to-end video security solutions. These activities have supported the expansion of our portfolio, which started with fixed video, access control and AI-enabled analytics solutions and has evolved to include mobile video (body-worn and in-vehicle cameras) for both public safety and commercial markets, a broader range of fixed video security technologies, business analytics and cloud-based access control solutions.
The Video Security and Access Control technology within the Products and Systems Integration segment in 2018.
Systems and Systems Integration:Systems and Systems Integration include customized radio networks, video solutions and implementation, optimization, and integration of networks, devices, software, and applications. Systems and Systems Integration represented 37%16% of the net sales of the Products and Systems Integrationtotal segment in 2018.2021.
Our DevicesSoftware and Systems and Systems Integration are based on the following industry technology standards:
Land Mobile Radio Standards
Industry standard definitionThe 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 nameAPCO P25TETRADMR
Motorola Solutions product nameASTRODimetra IPPCR MOTOTRBO (Digital)
Primary end usersGovernment, Public SafetyGovernment, Public SafetyCommercial
Primary geographic region of useNorth America, Latin America, Asia, Middle East, AfricaEurope, Asia, Latin America, Middle East, AfricaAll regions
Services and Software Segment
The Services and Software segment provides a broad range of solution offerings for government, public safety and commercial customers. In 2018,2021, the segment’s net sales were $2.2$3.1 billion, representing 31%38% of our consolidated net sales. The Services
LMR Communications
LMR Communications services include support and Software segment has the following principal product lines:
ServicesServices includes a continuum of service offerings beginning withmanaged 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.
SoftwareSoftware 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.
Strategy and Focus Areas
In 2018,replacement, technical support and preventative maintenance, and more advanced offerings such as system monitoring, software updates and cybersecurity services. Managed services range from partial to full operational support of customer-owned or Motorola Solutions marked 90 years as a communications technology provider. Since Motorola was founded in 1928, our commitment to innovation has been at the heart of our company. Today, we design and deliver solutionsSolutions-owned networks. Our customers’ systems often have multi-year or multi-decade lifespans that are purpose-built for the unique needs of our customers, who work in coal mines, run into burning buildings, teach in classrooms, and everything in between. We offer comprehensive solutions that include infrastructure, devices, software applications, video cameras and analytics, and services that help our customers work safely and efficiently.
Our strategy for long-term growth and the evolution of our business includes organic and inorganic investments in the following four areas:
(i)Continued innovation in standards-based voice and data solutions spanning APCO 25, TETRA, DMR, and Long-term Evolution ("LTE") technologies. Our dedication, focus, and innovation for public safety and commercial solutions built the foundation of our land mobile radio ("LMR") platform business, which is reflected in our install base of over 13,000 systems deployed in 100+ countries around the world. These systems have a multi-year and often multi-decade life span which helps drive demand for additional device sales, software upgrades, device and infrastructure refresh and expansion,opportunities, as well as additional services to monitor, manage, maintain monitor, and managesecure these complex networks and solutions. We believe our government and commercial customers will continuestrive to require next-generation systems, enhanced software features and analytics, as well as incrementaldeliver services to drive operational efficiencies.
(ii)Services offerings that leverage our large global install base and allow our customers tothat help improve performance across their systems, devices and applications for greater safety and productivity. Our comprehensive suite
Given the mission-critical nature of services - from repair, technical support,our customers’ operational environments, we aim to design the LMR networks they rely on for availability, security and resiliency, as well as to keep pace with technological advancements. We have a comprehensive approach to system monitoringupgrades that addresses hardware, software and implementation services. As new system releases become available, we work with our customers to operationupgrade software, hardware, or both, with respect to site controllers, comparators, routers, LAN switches, servers, dispatch consoles, logging equipment, network management terminals, network security devices such as firewalls and intrusion detection sensors, and more, on-site or remotely.
The LMR technology within the Software and Services segment represented 70% of customer-owned networksthe net sales of the total segment in 2021.
Video Security and Access Control
Video Security and Access Control software includes video management software, decision and digital evidence management software and advanced vehicle location data analysis software, including license plate recognition. Our software is designed to complement video hardware systems, serving as an ecosystem that provides end-to-end video security to strive to keep people, property and assets safe.
Our video network management software is embedded with artificial intelligence (“AI”)-enabled analytics to deliver operational insights to our customers by bringing attention to important events within their video footage. Given the volume of video footage, we believe this is critical to monitor and manage to deliver meaningful, action-oriented insights.
For example, AI-enabled analytics can detect unusual behavior such as a person at a facility out of hours, locate a missing child at a theme park with Appearance Search, flag a denylisted vehicle at a school through license plate recognition, or Motorola Solutions-owned networks, ensures continuitysend an alert through access control if doors are propped open at a hospital.
Video Security and reduces risksAccess Control services include our video-as-a-service offering for continued critical communications operations. Today, agencylaw enforcement, simplifying procurement models are primarily capital expenditure investments in customer-ownedby bundling hardware and operated solutionssoftware into a single subscription. Body-worn cameras and in-car video systems can be paired with long-term contracts. As agencies seek budget predictability, increased flexibility,either on-premises or cloud-based digital evidence management software and outcome-based solutions, there continues to be a shift to alternative consumption models. We feel our suite of services positions us well for this change and allows us to provide incremental, value-added services for our customers.


(iii) Commandcomplementary command center software solutionsproducts. Additionally, Avigilon fixed video systems connected to support public safety workflow -Avigilon Cloud Services (“ACS”) provide our customers with the ability to securely access video across their sites from a citizen's emergency callremote/central monitoring location and dispatching first responders to communicatingmore easily integrate with personneltheir other systems.
The Video Security and Access Control technology within the Software and Services segment represented 13% of the net sales of the total segment in 2021.
Command Center Software
Our Command Center Software suite, CommandCentral, consists of native cloud and on-premises solutions that support the field and managing records and evidence. Today,complex process of the public safety workflow is addressed byfrom "911 call to case closure." The moment a varietycitizen dials 911, an array of point solutions. Motorola Solutions is buildingroles are involved in coordinating response and post-incident management, such as dispatchers who route calls to police, fire
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and emergency medical services, first responders in the field, intelligence analysts who manage real-time operations, records specialists who preserve the integrity of information and evidence, crime analysts who identify patterns and accelerate investigations, and corrections officers who oversee jail and inmate management.
CommandCentral software supports these roles through the three phases of incident response: incident awareness, incident management and post-incident resolution. Incident awareness software includes community engagement applications for tip submissions, crime mapping and evidence submission, and 911 call-handling software (including multimedia) and next-generation core services for 911 call routing. Incident management software includes computer aided dispatch (“CAD”) for dispatch and coordinating first response, situational awareness software that shows a command centersingle, real-time view of video feeds and other alerts on a map, and field response and reporting to help frontline personnel collaborate, manage incident activity and file reports from the field. Post-incident resolution software offering that provides a unified suite of solutions acrossincludes centralized records and evidence management for record-keeping and judicial sharing, analytics including license plate recognition, and jail and inmate management to streamline the public safety workflow. process and enable secure inter-agency information sharing.
As the public safety market continues to embraceevolve toward software offerings to enhancethat more efficiently run their workflows,operations, reduce response times and increase officer availability, we are able to sell cloud-first software as ahave focused on providing cloud-based software-as-a service ("SaaS"(“SaaS”) offering in addition to on-premise solutions with ancillary implementation and managed services.services in addition to on-premises solutions. Our CommandCentral suite, hosted in Microsoft Azure Government, includes call handling, CAD, field reporting, records, evidence, investigations and jail in an integrated cloud-based offering. We believe that cloud deployment delivers agencies key benefits, including faster deployment, increased security, rapid scaling in the event of an emergency and a secure investment that keeps pace as technology advances. In addition to this native cloud suite, we offer a hybrid solution that delivers a migration path from on-premises software solutions to cloud-connected capabilities.
(iv)Video analytics,Another area of public safety evolution is increasing adoption of Next Generation 911 Core Services (“NGCS”), a group of products and services needed to create infrastructure connectivity in order to process a 911 call using Next Generation (“NG”) technology. The NG infrastructure is an Emergency Service IP Network ("ESInet"), which can carry voice, data and multimedia. ESInet enables 911 call takers at public safety answering points to respond to text, video and data. Our NGCS can be offered as a managed service and includes call routing, ESInet, location services, Geographic Information Services, cybersecurity and our continuous network videoand security operations center dedicated to public safety. We believe that our solution is differentiated through its integration with our CommandCentral software suite to simplify the agency’s workflow and ensure better incident management and real-time intelligence.
Additional Command Center Software includes interoperability software that ensures communication is not limited by coverage area, network technology or device type. Our solutions, including Kodiak, WAVE PTX and hardware, video cameras,CriticalConnect, enable interoperability among devices across multiple networks. For example, a two-way radio network can connect with an LTE network making it possible for individuals to communicate securely and access control solutions for governmentmore easily across technologies.
The Command Center Software technology within the Software and commercial customers. We have video solutions installed at thousandsServices segment represented 17% of customer sites, including school campuses, transportation systems, healthcare centers, public venues, critical infrastructure, prisons, factories, casinos, airports, financial institutions, government facilities, and retailers.the net sales of the total segment in 2021.
Our Customers and Contracts
We serve government agencies, state and local public safety and first-responder agencies, as well as commercial and industrial customers who utilize private communications networks, often to manage a mobile workforce.customers. Our customer base is fragmented and widespread when considering the many levels of governmental and first-responder decision-makers that procure and use our products and services. Serving this global customer base spanning federal, state, county, province, territory, municipal, and departmental independent bodies, along with our commercial and industrial customers, requires a significant go-to-market investment.
Our sales model includes both direct sales by our in-house sales force, which tendtends to focus on our largest accounts, and sales through our channel partner program. Our trained channel partners include independent dealers, distributors and software vendors around the world. The dealers and distributors each have their own sales organizations that complement and extend the reach of our sales force. The independent software vendors offer customized applications that meet specific needs inof the verticalscustomers we serve.
Our largest customers are the United States ("U.S.") federal government (through multiple contracts with its various branches and agencies, including the armed services) and the Home Office of the United Kingdom, each representing approximately 8% and 7% of our consolidated net sales in 2018, respectively.2021. The loss of these customers could have a material adverse effect on our revenue and earnings over several quarters as many of our contracts with these governments are long-term in nature. All contracts with the U.S. federal government, and certain other government agencies within the U.S., are subject to cancellation at the customer’s convenience. For a discussion of risks related to government contracting requirements, please refer to “Item“Part I. Item 1A. Risk Factors.”
Net salesFactors” in the Americas region continued to comprise a significant portion of our business, accounting for 69%, 68% and 68% of our consolidated net sales in 2018, 2017, and 2016, respectively.this Form 10-K.
Payment terms with our customers vary worldwide. Generally, contractual payment terms range from 30 to 45 days from the invoice date within North America and typically do not exceed 90 days from the invoice date in regions outside of North America. A portion of our contracts include implementation milestones, such as delivery, installation, and system acceptance, which generally take 30 to 180 days to complete. Invoicing the customer is dependent on completion of the milestones. We generally do not grant extended payment terms. As required for competitive reasons, we may provide long-term financing in connection with equipment purchases. Financing may cover all or a portion of the purchase price. Refer to “Part I. Item 1A. Risk Factors” in this Form 10-K for a discussion of risks related to requests by customers to provide vendor financing.
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Generally, our contracts do not include a right of return, other than for standard warranty provisions. Due to customer purchasing patterns and the cyclical nature of the markets we serve, our sales tend to be somewhat higher in the second half of the year, with the fourth quarter being the highest.
Competition
We operate in highly competitive markets that are sensitive to technological advances. Competitive factors in these markets include product quality and reliability, technological capabilities, cost-effectiveness and industry experience. In operating in these competitive markets, we have broadened how we work with our customers, expanding from our global LMR installed base to integrate Video Security and Access Control and Command Center Software. For example, our Command Center Software suite can integrate our customers’ LMR systems to provide unified voice and data information throughout the critical 911 workflow. Adding Video Security and Access Control enables multimedia collaboration and offers visibility for police officers within the command center and in the field. The markets in which we operate are highly competitive. Key competitive factors include: performance, features, quality, availability, warranty, price, vendor financing, availabilityinterplay of service, company reputationtechnologies, guided by our deep knowledge of the public safety workflow, delivers customers one connected system to unify their voice, data and financial strength, partner community, and relationships with customers. Our strong reputation with customers and partners, trusted brand, technology leadership, breadth of portfolio, product performance, and specialized support services position us well for success.video communication streams.
We experience widespread competition from a growing number of existing and new competitors, including large system integrators and manufacturers of private and public wireless network equipment and devices. Traditional LMR competitors include: Harris, Hytera, Airbus, and Kenwood.
As demand for fully-integratedfully integrated voice, data, and broadband systems continueand video security solutions continues to grow, we may face additional competition from public telecommunications carriers and telecommunications equipment providers. providers to small video solutions startups.
As we continue to evolve our services strategy, we may subcontract work withto other companies onto fulfill customer needs in geographical areas that we do not have coverage for or for additional services that we do not provide. For a consortium or joint venture basis as customers' delivery needs become more complexdescription of risks related to fulfill.our use of the services of subcontractors, refer to “Part I. Item 1A. Risk Factors” of this Form 10-K.
Our continued focus on growingmajor competitors within our command center software suiteLMR, Video Security and video solutions has added additional competitors such as: West Corporation, Intergraph, Central Square, Axis, Hikvision, Dahua,Access Control and Zetron.Command Center Software technologies include the following companies:
Several other competitive factors
TechnologyCompetitor
LMRL3Harris Technologies, Inc., Hytera, Airbus SE, JVCKenwood Corporation
Video Security and Access ControlAxis Communications, Hikvision, Dahua Technology Company, Hanwha Group, Genetec Inc., Axon Enterprise, Inc., Bosch Security Systems, Inc., Milestone Systems, LenelS2, Brivo, Inc., Verkada
Command Center SoftwareCentralSquare Technologies, Axon Enterprise, Inc., Tyler Technologies, Inc., Intrado, Intergraph Corporation, Zetron, Inc., ComTech Telecommunications Corp., RapidDeploy, Inc., Mark43, Hexagon, Genetec Inc., SOMA Global, Inc.
COVID-19
In response to the COVID-19 pandemic, there continues to be a broad number of governmental and commercial actions that are being taken to limit the spread of the virus, including social distancing measures, stay-at-home orders, travel restrictions, business shutdowns and slowdowns. Although the COVID-19 pandemic continues to be dynamic and impacting the overall economy, introducing new challenges in 2021, we are encouraged by customer demand for our products and services. However, the COVID-19 pandemic may continue to have an impact on our future business including: evolving spectrum mandates by government regulatorsfinancial condition, results of operations and increasing investment by broadbandliquidity in 2022. See “Part II. Item 7. Management’s Discussion and IP solution providers.

Analysis of Financial Condition and Results of Operations” of this Form 10-K for a discussion regarding the impact of the COVID-19 pandemic on our financial results, and “Part I. Item 1A. Risk Factors” of this Form 10-K for a discussion of the risks and uncertainties associated with the COVID-19 pandemic.


Other Information
Backlog
Our backlog includes all product and service orders that have been received and are believed to be firm. As of December 31, 20182021 and December 31, 2017,2020, our backlog was as follows:
 December 31
(In millions)20212020
Products and Systems Integration$4,006 $3,120 
Software and Services9,553 8,314 
$13,559 $11,434 
During the year ended December 31, 2021, $1.7 billion of backlog was added to the Software and Services segment as a result of a contract extension with our customer, the Home Office of the United Kingdom, for an additional four years of service under our contracts for provision of the Airwave Land Mobile Radio network to the UK emergency services. The contract extension was accounted for within backlog as it meets our definition of a firm customer commitment. Refer to "Part 1. Item 1A. Risk Factors" of this Form 10-K for a discussion of the risks and uncertainties associated with the United Kingdom's Competition and Markets Authority's market investigation into the Mobile Radio Network for the Police and Emergency Services.
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 December 31
(In millions)2018 2017
Products and Systems Integration$3,199
 $3,314
Services and Software7,401
 6,298
 $10,600
 $9,612

Approximately 52%55% of the Products and Systems Integration segment backlog and 21%23% of the ServicesSoftware and SoftwareServices segment backlog is expected to be recognized as revenue during 2019.2022. The forward-looking estimate of the firmness of such orders is subject to future events that may cause the amount recognized to change.
Recent Acquisitions
TechnologySegmentAcquisitionDescriptionPurchase PriceDate of Acquisition
Command Center SoftwareSoftware and Services911 DatamasterProvider of Next Generation 911 data solutions that helps to ensure emergency calls are accurately located and routed based on the caller's location.$35 million and share-based compensation of $3 millionDecember 16, 2021
Video Security and Access Control
Products and Systems Integration
Software and Services
EnvysionProvider of enterprise video security and business analytics.$124 million and share-based compensation of $1 millionOctober 29, 2021
Video Security and Access Control
Products and Systems Integration
Software and Services
OpenpathProvider of cloud-based mobile access control.$298 million and share-based compensation of $29 millionJuly 15, 2021
Command Center SoftwareSoftware and ServicesCallyoProvider of cloud-based mobile applications for law enforcement in North America, including critical mobile technological capabilities that enable information to flow seamlessly from the field to the command center.$63 million, inclusive of share-based compensation of $3 millionAugust 28, 2020
Video Security and Access Control
Products and Systems Integration
Software and Services
Pelco, Inc.Global provider of video security solutions, adding a broad range of products for a variety of commercial and industrial environments and use cases.$110 millionJuly 31, 2020
Video Security and Access Control
Products and Systems Integration
Software and Services
 IndigoVision Group plcProvider of video security solutions to enhance geographical reach across a wider customer base.$37 millionJune 16, 2020
LMRSoftware and ServicesUnnamed cybersecurity services businessProvider of vulnerability assessments, cybersecurity consulting, and managed services, including security monitoring of network operations.$32 millionApril 30, 2020
LMRSoftware and ServicesUnnamed cybersecurity services businessProvider of vulnerability assessments, cybersecurity consulting, managed services, and remediation and response capabilities.$40 million, inclusive of share-based compensation of $6 millionMarch 3, 2020
Video Security and Access ControlSoftware and ServicesUnnamed data solutions business for vehicle location informationProvider of additional data to our existing license plate recognition database.$85 millionOctober 16, 2019
Video Security and Access Control
Products and Systems Integration
Software and Services
WatchGuard, Inc.Provider of in-car and body-worn video solutions.$271 million, inclusive of share-based compensation of $16 millionJuly 11, 2019
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LMR
Products and Systems Integration
Software and Services
Avtec, Inc.Provider of dispatch communications for U.S. public safety and commercial customers to communicate, coordinate resources, and secure their facilities.$136 millionMarch 11, 2019
Video Security and Access Control
Products and Systems Integration
Software and Services
VaaS International HoldingsGlobal provider of data and image analytics for vehicle location.$445 million, inclusive of share-based compensation of $38 millionJanuary 7, 2019
Research and Development
We continue to prioritize investments in R&D to expand and improve our portfolio of products through both new product introductions and continuous enhancements to our core products. Our R&D programs are focused on the development of: (i) new public safety devices, infrastructure, softwareLMR Communications, Video Security and solutions, (ii) command center software applications that include voice, data,Access Control and video, (iii) public safety broadband solutions based on LTE technology, and (iv) video devices and software applications.Command Center Software.
R&D expenditures were $637$734 million in 2018, $5682021, $686 million in 2017,2020 and $553$687 million in 2016.2019. As of December 31, 2018,2021, we had approximately 5,0008,000 employees engaged in R&D activities. In addition, we engage in R&D activities with joint development and manufacturing partners and outsource certain activities to engineering firms to further supplement our internal spend.
Intellectual Property Matters
Patent protection is an important aspect of our operations. We have a portfolio of U.S. and foreign utility and design patents relating to our products, systems and technologies, including research developments in radio frequency technology and circuits, wireless network technologies, over-the-air protocols, mission-critical communications, software and services, video security and access control and next-generation public safety, and video solutions.safety. We have filedalso file new patent applications with the U.S. Patent and Trademark Office and foreign patent offices.
We license some of our patents to third-parties, but licensing revenue is not a significant source of revenue.revenue for our business. We are also licensed to use certain patents owned by others. Royalty and licensing fees vary from year-to-year and are subject to the terms of the agreements and sales volumes of the products subject to the license. Motorola Solutions has a royalty-free license under all of the patents and patent applications assigned to Motorola Mobility at the time of the separation of the two businesses in 2011.
We actively participate in the development of standards for interoperable, mission-critical digital two-way radio systems. Our patents are used in standards in which our products and services are based. We offer standards-based licenses to those patents on fair, reasonable and non-discriminatory terms.
We believe that our patent portfolio will continue to provide us with a competitive advantage in our core product areas as well as provide leverage in the development of future technologies. While we are not dependent upon a single patent or even a few patents, we do have patents that protect features and functionality of our products and services. While these patents are important, our success also depends upon our extensive know-how, innovative culture, technicaltechnological leadership and distribution channels. We do not rely solely on patents or other intellectual property rights to protect or establish our market position; however, we will enforce our intellectual property rights in certain technologies when it is necessary to protect our innovation, or in some cases where attempts to negotiate mutually agreeablemutually-agreeable licenses are not successful.
We seek to obtain patents, copyright registrations, and trademarkstrademark registrations to protect our proprietary positions whenever possible and wherever practical. As of December 31, 2018,2021, we owned approximately 5,3206,430 granted patents in the U.S. and in foreign countries. As of December 31, 2018,2021, we had approximately 1,6301,000 U.S. and foreign patent applications pending. Foreign patents and patent applications are mostly counterparts of our U.S. patents. During 2018,2021, we were granted approximately 550485 patents in the U.S. and in foreign countries.
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 thereof (“Motorola Marks”) and, since 2010, we licensehave licensed the Motorola Marks from Motorola Mobility,Trademark Holdings, LLC. which is currently owned by Lenovo.

Motorola Mobility. For a description of the risks we face related to intellectual property, refer to “Part I. Item 1A. Risk Factors” in this Form 10-K.

Inventory and Raw Materials
Our practice is to carry reasonable amounts of inventory to meet customers’customers' delivery requirements. In 2021, we have increased our carrying levels of inventory in response to the effects of the COVID-19 pandemic. We provide custom products that require the stocking of inventories and a large variety of piece parts and replacement parts in order to meet delivery and warranty requirements. To the extent suppliers’supplier product life cycles are shorter than ours;ours, stocking of lifetime buy inventories is required to meet long-term warranty and contractual requirements. In addition, replacement parts are stocked for delivery on customer demand within a short delivery cycle.
Availability of required materials and components is generally dependable; however, particularly within the semiconductor market, fluctuations in supply and market demand could causein 2021 have caused selective shortages and increased costs driven by the need to purchase semiconductor components from alternative sources, including brokers, during the latter part of the fourth quarter of 2021. We anticipate increased costs to procure materials within the semiconductor market to continue into the first half
9


of 2022 which could affect our results of operations. For a description of risks related to our supply chain, including relating to the COVID-19 pandemic and the semiconductor market, refer to “Part I. Item 1A. Risk Factors” in this Form 10-K. We currently procure certain materials and components from single-source vendors. In addition, we import materials and components that are subject to import duties. The duties and tariffs we are subject to do not have a significant impact on our financial results. A material disruption from a single-source vendor may have a material adverse impact on our results of operations. If certain single-source suppliers were to become capacity constrained or insolvent, it could result in a reduction or interruption in supplies, or an increase in the price of supplies, and adversely impact our financial results.
Natural gas, electricity and, to a lesser extent, oil are the primary sources of energy for our manufacturing operations. Each of these resources is currently in adequate supply for our operations. The cost to operate our facilities and freight costs are dependent on world oil prices and external third-party logistics rates for inbound and outbound air lanes. Freight costs have also been impacted by disruptions in transportation related to the COVID-19 pandemic. Labor is generally available in reasonable proximity to our manufacturing facilities and the manufacturing facilities of our largest outsourced manufacturing suppliers. Difficulties in obtaining any of the aforementioned resources, or a significant cost increase,increases, could affect our financial results.
Environmental QualityGovernment Regulations
Some of our operations use substances regulated under various federal, state, local and international laws governing the environment and worker health and safety, including those governing the discharge of pollutants into the ground, air and water, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites, as well as relating to the protection of the environment. Certain products of ours are subject to various federal, state, local and international laws governing chemical substances in electronic products. During 2018, complianceCompliance with these U.S. federal, state and local and international laws did not have a material effect on our capital expenditures or competitive position; however, we recordedposition in 2019 through 2021.
Our operations and supply chain are expected to become increasingly subject to federal, state, local and foreign laws, regulations and international treaties and industry standards relating to climate change. For example, in October 2021 the U.K.’s Cabinet Office began requiring companies bidding on contracts with the U.K. government that have a $57 million charge once we became awarevalue of additional remediation requirementsover £5m per year to have carbon reduction plans that contain a commitment to achieving net zero emissions by 2050 for the designated Superfund site under the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as the “Superfund Act”) incurred by a legacy business. The charge was primarily due to: (i) changesU.K. operations. This requirement applies to our operations in the expected timelineU.K. Although Motorola Solutions UK Ltd. and Airwave Solutions Ltd., our subsidiaries, each committed to achieving net zero emissions by 2050 for its U.K. operations, this requirement and any similar future requirements and other increased regulation of the remediation activitiesclimate change concerns could subject us to 30 years and (ii) additional costs for further remediation efforts, increasing the reserveand restrictions, impact our competitive position or require us to $107 million.
Regulatory Mattersmake certain changes to our manufacturing practices and/or product designs.
Radio spectrum is required to provide wireless voice, data and video communications service. The allocation of spectrum is regulated in the U.S. and other countries and limited spectrum space is allocated to wireless services and specifically to public safety users. In the U.S., the Federal Communications Commission (“FCC”) and the National Telecommunications and Information Administration (“NTIA”) regulate spectrum use by non-federal entities and federal entities, respectively. Similarly, every country around the world has one or more regulatory bodies that define and implement the rules for use of radio spectrum, pursuant to their respective national laws and international coordination under the International Telecommunications Union (“ITU”).
We manufacture and market products and provide services in spectrum bands already allocated by regulatory bodies. These include voice and data infrastructure, mobile radios and portable or hand-held devices. Consequently, our results could be positively or negatively affected by the rules and regulations adopted by the FCC, NTIA, ITU, or regulatory agencies in other countries.agencies. Our products operate both on licensed and unlicensed spectrum. The availability of additional radio spectrum may provide new business opportunities. Conversely, the loss of available radio spectrum may result in the loss of business opportunities. Regulatory changes in current spectrum bands (e.g., the sharing of previously dedicated or other spectrum) may also provide opportunities or may require modifications to some of our products so they can continue to be manufactured and marketed.
As television transmissionThe U.S. federal government and receptionmany state and local governments have adopted or are considering laws or regulations governing the use of artificial intelligence and biometrics, including facial recognition and license plate recognition technology, transitions from analogprimarily based on concerns about privacy or bias. (References to more efficient digital modes, various countries around the worldprivacy-related legislation or laws in this document encompass all of these technologies.) Similar laws and regulations are examining, andbeing considered in some cases already pursuing, the redevelopment of portions of the television spectrum. Injurisdictions outside the U.S., including the European Union. Based on growing demands for broadband, regulators continue to consider repurposing narrowband spectrum historically usedto broadband. There are calls for broadcast television, known as the 700MHz band, has been redevelopedmore stringent health and deployedsafety requirements for new uses (the so-called “digital dividend” spectrum), including broadbandoccupational equipment for public safety and narrowband wireless communications. In 2016, this trend continuedcommercial users. Attention in the U.S. on supply chain vulnerabilities related to country of origin and national security continues. Our entrance into new service offerings could present new or additional TV spectrumregulatory burdens and compliance issues. For example, as part of our expanding portfolio of technologies, we are now a provider of certain products and services that include regulated telecommunications. For a description of the risks we face related to regulatory matters, refer to “Part 1. Item 1A. Risk Factors” of this Form 10-K.
Human Capital Management
We have a "people first" philosophy. Our employees are our driving force, drawn from all segments of our global society to make a difference for our customers.
As of December 31, 2021, we employed approximately 18,700 people globally with 53% in the 600MHz band was auctioned for broadband communications (part ofNorth America region and 47% in the “Broadcast Incentive Auction”). This auction closedInternational region. Of our total global employees, 42% were employed in April 2017, but auction winners will not get accessengineering. We believe a diverse, equitable and inclusive workplace is one where our employees feel that their unique opinions, cultures and abilities contribute to the spectrum for several years.
Internationally, the ITU World Radio Conference ("WRC") is held every three to four years to discuss and promote global agreement on the use and cooperation of spectrum usage. The most recent WRC-15 was held in November 2015. During this conference, leaders from United Nations member countries considered a number of initiatives, including whether to allocate additional spectrum for commercial broadband usetheir personal success, as well as whetherour company’s success.
We believe the next big idea can come from anyone, anywhere, at any time. We invest in our employees’ development and training at all levels, challenging them to allocate spectrum dedicated for public safety broadband. The WRC agreeddevelop and grow skills to support countriesimagine new opportunities that will keep making individual decisionsa difference to allocate spectrum for public safety broadband in the 700MHz and 800MHz spectrum bands. Based on the results of WRC-15, ITU has published recommendations on how much spectrum and to which parts of the spectrum range the spectrum should be allocated for public safety broadband (taking into account regional and global harmonization to the extent practicable). The next WRC is scheduled to be held in October-November 2019. WRC-19 will focus on 5G, harmonizing the internet of things ("IOT"), and satellite coordination. Motorola Solutions continues to work with its customers and governments around the world to advocate for future allocations of dedicated


broadband spectrum for public safety which will provide new business opportunities for us in the future and to reinforce the importance of LMR spectrum and services.
Several major markets including: Canada, the U.S., the UAE, Mexico, Singapore, and South Korea have already set aside broadband spectrum for use by public safety and enterprise security. Employees have access to a wide variety of technical, functional and professional skills learning resources, including virtual, self-directed courses and on-the-job learning opportunities.
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We strive for business growth by creating a supportive, fair and equitable environment where employees feel engaged, connected to our business and invested in the wider first-respondercollective success of our customers and communities. We believe this trend will continue over timeOur human resources team works with leaders within each business function to perform annual talent reviews to assess the performance of every team member and identify the best development opportunities. This comprehensive process fosters growth across our company by focusing on our high-potential talent and the planned implementationrigor of broadband public safety networks provides new opportunitiessuccession plan development for our broadband portfoliomost critical roles. As part of our compensation philosophy, we strive to offer and services growth strategy.maintain market competitive wages, incentives, and benefits for our employees to attract and retain talent, and we review our rewards programs each year in an effort to ensure they are competitive with local market practices in the industries and countries where we operate. More specifically, our total rewards package for our global employees includes broad-based stock grants and bonuses, an employee stock purchase plan, healthcare, wellness and retirement benefits (including a financial wellness coaching program for our U.S. employees), paid parental and family leave, commuter benefits, paid time off (including flexible time off for U.S. exempt employees), flexible work options and other assistance and support for employees going through life-changing events.
We remain focused on recruiting diverse candidates by incorporating best practices into our hiring and creating partnerships with diversity organizations. In addition, certain countries,2021, under the leadership of our chief diversity officer, we collaborated with our employees to develop and promote an internal diversity, equity and inclusion ("DEI") strategy that aims to foster a culture of inclusion. Our DEI programs include development programs for high-potential female leaders, an unconscious bias curriculum and DEI training for our global workforce. Also in 2021, we added "inclusive" as one of our six corporate values, directed Motorola Solutions Foundation charitable grants to benefit underserved groups and highlighted diversity considerations in the design, testing, marketing, sales and communications of our products and solutions. We also launched our Motorola Solutions DEI website which describes our DEI focus areas, values and supplier diversity. Our DEI website can be accessed at www.motorolasolutions.com/en_us/about/diversity-equity-inclusion.html.
The safety of our employees is also a priority, and we are committed to striving to provide a safe and injury-free workplace by using our global environmental, health and safety (“EHS”) management system to ensure program and reporting consistency at all of our sites. Our general approach includes assessing risks and identifying controls through the use of our comprehensive job hazard and risk assessment tool. Throughout the COVID-19 pandemic, one of our priorities has remained protecting the health and safety of our employees. Refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K for details regarding our response to increasing security concerns, already have spectrum landscapes that permit country administrationsCOVID-19, including with respect to allocate publicour employee health and safety spectrum quickly withoutmeasures.
Additional information regarding how our purpose and ethics informs our approach to corporate responsibility can be found in our 2020 Corporate Responsibility Report, which is available on our website at https://www.motorolasolutions.com/en_us/about/company-overview/esg.html. The information contained on or accessible through our corporate website, including but not limited to our DEI website listed above and our 2020 Corporate Responsibility Report, is not incorporated by reference into and is not a protracted process or agreement. Some other markets including Australia and the UK are launching broadband public safety networks drawing on basic LTE infrastructure built by the carriers. These trends also provide opportunities for our broadband and services portfolio.part of this Form 10-K.
Employees    
At December 31, 2018, and December 31, 2017 we had approximately 16,000 and 15,000 employees, respectively.
Material Dispositions
NoneNone.
Financial Information About Geographic Areas    
The response to this section of Item 1 incorporates by reference Note 11, “Commitments and Contingencies” and Note 12, “Information by Segment and Geographic Region” of Part II, "Item 8: Financial Statements and Supplementary Data" of this document, the “Results of Operations—2018 Compared to 2017” and “Results of Operations—2017 Compared to 2016” sections of Part II, “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1A: Risk Factors” of this document.
Financial Information About Segments  
The response to this section of Item 1 incorporates by reference Note 12, “Information by Segment and Geographic Region,” of Part II, "Item 8: Financial Statements and Supplementary Data" of this document.
Available Information
We make available free of charge through the Investor Relations section of our website, www.motorolasolutions.com/investors, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other reports filed under the Securities Exchange Act of 1934 (“Exchange Act”), and all amendments to those reports simultaneously or as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our reports are also available free of charge on the SEC’s website, www.sec.gov.www.sec.gov. Also available free of charge on our website as provided above are the following corporate governance documents:
Motorola Solutions, Inc. Restated Certificate of Incorporation with Amendments
Conformed Restated Certificate of Incorporation of Motorola Solutions, Inc. (amended Jan. 4, 2011)
Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc. (effective Jan. 4, 2011)
Certificate of Ownership and Merger of Motorola Name Change Corporation into Motorola, Inc. (effective Jan. 4, 2011)
Motorola Solutions, Inc. Amended and Restated Bylaws
Board Governance Guidelines
Director Independence Guidelines
Principles of Conduct for Members of the Motorola Solutions, Inc. Board of Directors
Motorola Solutions Code of Business Conduct, which is applicable to all Motorola Solutions employees, including the principal executive officers, the principal financial officer and the controller (principal accounting officer)
Audit Committee Charter
Compensation and Leadership Committee Charter
Governance and Nominating Committee Charter
11


All of our reports and corporate governance documents may also be obtained electronically and without charge by contacting Investor Relations Motorola Solutions, Inc., Corporate Offices, 500 W. Monroe Street, Chicago, IL 60661, E-mail: investors@motorolasolutions.com. This annual report on Form 10-K and Definitive Proxy Statement are available on the Internet at www.motorolasolutions.com/investors and may also be requested in hardcopy by completing the on-line request form available on our website at www.motorolasolutions.com/investors.investors@motorolasolutions.com. Our internet website and the information contained therein or incorporated therein are not intended to be incorporated by reference into and are not a part of this Annual Report on Form 10-K.


12


Item 1A: Risk Factors
We face a numberYou should carefully consider the risks described below in addition to our other filings with the SEC and the other information set forth in this Form 10-K, including the “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” section in Part II. Item 7 and our consolidated financial statements in Part II. Item 8. If any of the risks related to current global economic and political conditions, including low economic growth ratesuncertainties described in certain markets, the impact of currency fluctuations, commodity price volatility, and unstable political conditions that have and couldcautionary factors described below actually occur or continue to unfavorably impactoccur, our business.
Global economicbusiness, financial condition, results of operations, reputation and political conditions continue tothe trading price of our common stock could be challenging formaterially and adversely affected. COVID-19 amplifies and exacerbates many of the risks we face in our governmentbusiness operations, including those discussed below. Moreover, the risks below are not the only risks we face and commercial markets, as economic growth in many countries, particularly in parts of Latin Americaadditional risks not currently known to us or that we presently deem immaterial may emerge or become material at any time and in other emerging markets, has remained low or declined, currency fluctuations have impacted profitability, credit markets have remained tight for certain counterparties of ours and some of our customers are dependent on government grants to fund purchases of our products and services. Although we do not anticipate a significant impact to the business at this time, the possibility of a partial federal government shutdown in the U.S. could potentially delay award of contracts and timing of payments.
In addition, conflicts in the Middle East and elsewhere have created many economic and political uncertainties that continue to impact worldwide markets. The length of time these adverse economic and political conditions may persist is unknown. These global economic and political conditions have impacted and could continue tonegatively impact our business, financial condition, results of operations, and cash flows in a number of ways, including:
Requests by Customers for Vendor Financing by Motorola Solutions: Certain customers of ours, particularly, but not limited to, those who purchase large infrastructure systems, request that their suppliers provide financing in connection with equipment purchases and/reputation or the provision of solutions and services, particularly as the size and length of these types of contracts increases and as we increase our business in developing countries. Requests for vendor financing continue to increase in volume and scope, including in response to reduced tax revenue at the state and local government level and tightening of credit for certain commercial customers. Motorola Solutions has continued to provide vendor financing to both our government and commercial customers. We have been faced with and expect to continue to be faced with choosing between further increasing our level of vendor financing or potentially losing sales, as sometrading price of our competitors, particularly those in Asia, have been more willingcommon stock.
Risks Related to provide vendor financing to customers around the world, particularly customers in AfricaLaws and Latin America. To the extent we are unable to sell these receivables on terms acceptable to us we may retain exposure to the credit quality of our customers who we finance.
Customers' Inability to Obtain Financing to Make Purchases from Motorola Solutions and/or Maintain Their Business: Some of our customers require substantial financing, including public financing or government grants, in order to fund their operations and make purchases from us. The inability of these customers to obtain sufficient credit or other funds, including as a result of lower tax revenues, increases in interest rates, currency fluctuations or unavailability of government grants, to finance purchases of our products and services and/or to meet their payment obligations to us could have, and in some cases has had, a negative impact on our financial results. This risk increases as the size and length of our contracts increase. In addition, if global economic conditions result in insolvencies for our customers, it will negatively impact our financial results.
Challenges in Budgeting and Forecasting: It is difficult to estimate changes in various parts of the U.S. and world economy, including the markets in which we participate. Components of our budgeting and forecasting are dependent upon estimates of demand for our products and estimates of foreign exchange rates. The prevailing economic uncertainties render estimates of future income and expenditures challenging.
Potential Deferment or Cancellation of Purchases and Orders by Customers: Uncertainty about current and future global economic conditions may cause, and in some cases has caused, businesses and governments to defer or cancel purchases in response to tighter credit, decreased cash availability and de-prioritization of communications equipment within the budgeting process. If future demand for our products declines due to economic conditions, it will negatively impact our financial results.
Inability to Operate and Grow in Certain Markets: We operate in a number of markets with a risk of intensifying political instability, including Europe (including the impact of Brexit discussed below), Russia, Brazil, the Middle East and Africa. If political instability continues in these markets and in other parts of the world in which we operate it could have a significant impact on our ability to grow and, in some cases, operate in those locations, which will negatively impact our financial results.Regulations
We are subject to complex and changing laws and regulations in various jurisdictions regarding privacy, data protection and information security, which exposes us to increased costs and ourpotential liabilities in the event of any actual or perceived failure to comply with such legal obligations and could adversely affect our business.
The European Union ("(“E.U.") adopted the General Data Protection Regulation ("GDPR"(“GDPR”) which took effect on May 25, 2018, harmonizing data protection laws across the E.U. The GDPR strengthens individual privacy rights and enhances data protection obligations for processors and controllers of personal data. This includes expanded disclosures about how personal information is to be used, limitations on retention of information and mandatory data breach notification requirements. Non-complianceNoncompliance with the GDPR can trigger fines of up to €20 million or 4% of total worldwide annual revenue, whichever is greater.significant fines. Following GDPR enactment, other countries have also implemented similar privacy laws.
Also, U.S. federal, state and other foreign governments and agencies have adopted or are considering adopting laws and regulations regarding the collection, storage, use, processing and disclosure of personal data. State governments within the U.S. are starting to enact their own versions of “GDPR- like”“GDPR-like” privacy legislation, which will create additional compliance challenges, risk, and administrative burden.burden, such as the California Consumer Privacy Act (“CCPA”), which went into effect on January 1, 2020; the Virginia Consumer Data Protection Act, which will go into effect in January 2023; and the Colorado Privacy Act, which will go into effect in July 2023. In addition, California voters passed by ballot initiative the California Privacy Rights Act in November 2020 (which will fully take effect in January 2023), which expands the CCPA. Even though comprehensive U.S. Federal Privacyfederal privacy legislation is being discussed seriously by lawmakers and other stakeholders, it is possible that a one-size fits all compliance program may be difficult to achieve/achieve and manage globally.


Because the interpretation and application of privacy and data protection laws are complex and still uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing practices or the features of our products, servicessoftware and software.services. Cloud-based solutions may be subject to further regulation, including data localization requirements and other restrictions concerning international transfer of data, the operational and cost impact of which cannot be fully known at this time.
Any failure or perceived failure by us, our business partners, or third partythird-party service providers to comply with GDPR, CCPA, other federal, state or international privacy-relatedrelated privacy and security-related or data protection laws, regulations and regulations,standards, or the privacy commitments contained in contracts could result in proceedings against us by governmental entities or others and significant fines, which could have a material adverse effect on our business and operating results and harm our reputation.
In addition, some countries are consideringExisting or future legislation requiring local storage and processingregulations pertaining to AI, AI-enabled products and the use of data that, if enacted, could increase the cost and complexity of offering our products, services and software or maintaining our business operations in those jurisdictions.
A security breachbiometrics (e.g., facial recognition) or other significant disruption ofvideo analytics that apply to us or to our IT systems, those of our outsource partners, supplierscustomers may make it more challenging, costly, or those we manufacture, install, and in some cases operateprohibit certain products or services from being offered or modified and maintain for our customers, caused by cyber attack or other means, could have a negative impact on our operations, sales, and operating results.
All information technology systems are potentially vulnerable to damage, unauthorized access or interruption from a variety of sources, including but not limited to, cyber attack, cyber intrusion, computer viruses, security breach, energy blackouts, natural disasters, terrorism, sabotage, war, insider trading, and telecommunication failures. As a provider of mission-critical communications systems for customers in critical infrastructure sectors of the U.S. and globally, including systems that we operate and maintain for certain customers of ours, we face additional risk as a target of sophisticated attacks aimed at compromising both our company’s and our customers’ sensitive information and intellectual property, through means referred to as advanced persistent threats. This risk is heightened because these systems may contain sensitive governmental information or personally identifiable or other protected information. While we employ a number of countermeasures and security controls, including training, audits, and utilization of commercial information security threat-sharing networks to protect against such attacks, we, along with the industry, have experienced a gradual and steady increase in the sophistication of these threats, most noticeably through well-crafted social engineering and phishing attempts. We cannot guarantee that all threat attempts will be successfully thwarted even with these countermeasures and we are therefore investing more in detection and response capabilities to minimize potential impacts. Further, we are dependent, in certain instances, upon our outsourced business partners, suppliers, and customers to adequately protect our IT systems and those IT systems that we manage for our customers. In addition, some of our customers are exploring broadband solutions that use public carrier networks on which our solutions would operate. We do not have direct oversight or influence over how public carrier networks manage the security, quality, or resiliency of their networks, and because they are an attractive high value target due to their role in critical infrastructure, they expose customers to an elevated risk over our private networks. Although we maintain insurance related to cybersecurity risks, there can be no assurance that our insurance coverage will cover the particular cyber incident at issue or that such coverage will be sufficient.
Our company outsources certain business operations, including, but not limited to IT, HR information systems, manufacturing, repair, distribution, and engineering services. These arrangements are governed by various contracts and agreements which reference and mandate Company and international standards of information protection, as appropriate. In addition, we maintain certain networked equipment at customer locations and are reliant on those customers to protect and maintain that equipment. The “attack surface” for us to protect against our adversaries is thus often extended to these partners and customers, as well as our suppliers, and we have some dependency upon their cybersecurity capabilities as well as their willingness to exchange threat and response information with us.
A cyber attack or other significant disruption involving our IT systems or those of our outsource partners, suppliers or our customers could result in the unauthorized release of proprietary, confidential or sensitive information of ours or our customers. Such unauthorized access to, or release of, this information could: (i) allow others to unfairly compete with us, (ii) compromise safety or security, given the mission-critical nature of our customers’ systems, (iii) subject us to claims for breach of contract, tort,regulatory and other civil claims,litigation risks and (iv) damage our reputation. We could face regulatory penalties, enforcement actions, remediation obligations and/or private litigation by parties whose data is improperly disclosed or misused. In addition, there has been a sharp increase in laws in Europe, the U.S. and elsewhere, imposing requirements for the handling of personal data, including data of employees, consumers and business contacts, as well as imposing requirements for remediation action, including specific timing and method of notification. There is a risk that our company, directly or as the result of some third-party service provider we use, could be found to have failed to comply with the laws or regulations of some country regarding the collection, consent, handling, transfer, retention or disposal of such personal data, and therefore subject us to fines or other sanctions. The European Courts invalidation of Safe Harbor as a mechanism to legitimize cross border data flows increases the risk that our company, directly or through some third-party service provider that we use, may inappropriately transfer E.U. personal data. Any or all of the foregoing could have a negative impact on our business, financial condition, results of operations, and cash flow.







A significant amount of our international business is transacted in local currency and a significant percentage of our cash and cash equivalents are held outside of the United States,potential liabilities, which exposes us to risk relating to currency fluctuations, changes in foreign exchange regulations and repatriation delays and costs, which could negatively impact our sales, profitability and financial flexibility.
We have sizable sales and operations in Canada, Europe, Middle East, Africa, Asia, and Latin America.
A significant amount of this business is transacted in local currency. As a result, our financial performance is impacted by currency fluctuations. We are also experiencing increased pressure to agree to established currency conversion rates and cost of living adjustments as a result of foreign currency fluctuations or the requirement to transact business in local currencies.
A significant percentage of our cash and cash equivalents is currently held outside the U.S. and we continue to generate profits outside of the U.S., while many of our liabilities, such as our public debt, the majority of our pension liabilities and certain other cash payments, such as dividends and share repurchases, are payable in the U.S. While we have regularly repatriated funds with minimal adverse impact, repatriation of some of the funds has been and could continue to be subject to delay for local country approvals and could have potential adverse tax consequences. In addition, foreign exchange regulations may limit our ability to convert or repatriate foreign currency. As a result of having a lower amount of cash and cash equivalents in the U.S., our financial flexibility may be reduced.
We face uncertainty in the global geopolitical landscape that may impede the implementation of our strategy outside the United States.
In June 2016, the United Kingdom (the “U.K.”) held a referendum in which voters approved the country’s exit from the E.U., commonly referred to as Brexit. The U.K. government has so far been unable to secure a parliamentary majority for the withdrawal agreement. Continued uncertainty, or a U.K. exit without any agreement on terms, would risk significant disruption to U.K./E.U. trade. The prospect of Brexit has already caused global stock market volatility and currency exchange rate fluctuations that resulted in strengthening of the U.S. dollar relative to other foreign currencies in which we conduct business. The U.K.’s final withdrawal, especially without any deal on terms, may bring global economic uncertainty, which could cause our customers to closely monitor their costs and reduce their spending budgets. There may also be broader uncertainty over the position the United States will take with respect to certain treaty and trade relationships with other countries. This uncertainty may impact (i) the ability or willingness of non-U.S. companies to transact business in the United States, including with our company, (ii) regulation and trade agreements affecting U.S. companies, (iii) global stock markets and (iv) general global economic conditions. All of these factors are outside of our control, but may cause us to adjust our strategy in order to compete effectively in global markets and could adversely affect our business and results of operations. We could suffer reputational or competitive damage from negative publicity related to products and services that utilize AI or other regulated analytics, which could also adversely affect our business and results of operations.
Current or future privacy-related legislation and governmental regulations pertaining to AI, AI-enabled products and the use of biometrics or other video analytics may affect how our business is conducted or expose us to unfavorable developments resulting from changes in the regulatory landscape. For example, laws such as the Biometric Information Privacy Act in Illinois have restricted the collection, use and storage of biometric information and provide a private right of action of persons who are aggrieved by violations of the act. Such legislation and regulations have exposed us to, and we expect that they will continue to expose us to, regulatory and litigation risks. Legislation and governmental regulations related to AI and the use of biometrics and other video analytics may also influence our current and prospective customers’ activities, as well as their expectations and needs in relation to our products and services. Compliance with these laws and regulations may be onerous and expensive, and may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and the risk of liability. It is also not clear how existing and future laws and regulations governing issues such as AI, AI-enabled products, biometrics and other video analytics apply or will be enforced with respect to the products and services we sell. Any such increase in costs or increased risk of liability as a result of changes in these laws and regulations or in their interpretation could individually or in the aggregate make our products and services that use AI technologies, biometrics or other video analytics less attractive to our customers, cause us to change or limit our business practices or affect our financial condition and operating results.
We are increasingly building AI into many of our offerings. We envision a future in which AI operating in our products and services will help our public safety and private sector customers build safer communities with stronger communication platforms.
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AI may be flawed and datasets may be insufficient or contain biased information. Additionally, AI presents emerging ethical issues and we may enable or offer solutions that draw controversy due to their perceived or actual impact on society. As we work to responsibly meet our customers’ needs for products and services that use AI, we could suffer reputational or competitive damage as a result of any inconsistencies in the application of the technology or ethical concerns both of which may generate negative publicity.
Government regulation of radio frequencies may limit the growth of private and public safety narrowband and broadband systems or reduce barriers to entry for new competitors.
Radio spectrum is required to provide wireless voice, data, and video communications service. The allocation of frequencies is regulated in the U.S. and other countries and limited spectrum is allocated to wireless services, including commercial and public safety users. The global demand for wireless communications has grown exponentially, and spurred competition for access among various networks and users. In response, regulators are reassessing the allocations of spectrum among users, including public safety users, and considering whether to change the allocation of certain bands from narrowband to broadband use, or to require sharing of spectrum bands. Our results could be positively or negatively affected by the rules and cash flows.regulations adopted by regulators. Our products operate both on licensed and unlicensed spectrum. The availability of additional radio spectrum may provide new business opportunities. Conversely, the loss of available radio spectrum may result in the loss of business opportunities. Regulatory changes in current spectrum bands (e.g., the sharing of previously dedicated or other spectrum) may also provide opportunities or may require modifications to some of our products so they can continue to be manufactured and marketed. Opportunities in the public safety broadband market may also be impacted by the First Responder Network Authority (“FirstNet”) which was authorized by Congress to develop, build, and operate a nationwide broadband network for first responders.
A portion of our business is dependent upon U.S. government contracts and grants, which are highly regulated and subject to oversight audits by U.S. government representatives and subject to cancellations. SuchAny such audits or such noncompliance with such regulations and laws could result in adverse findings and negatively impact our business.
Our U.S. government business is subject to specific procurement regulations with numerous compliance requirements.In addition, U.S. federal legislation including the National Defense Authorization Act and various "buy American" programs may impose limitations on the ability of the federal government or other parties to contract with certain foreign entities. These requirements, although customary in government contracting in the U.S., increase our performance and compliance costs. These costs may increase in the future, thereby reducing our margins, which could have an adverse effect on our financial condition. Failure to comply with these regulations or other compliance requirements could lead to suspension or debarment from U.S. government contracting or subcontracting for a period of time. Among the causes for debarment are violations of various laws or policies, including those related to procurement integrity, export control, U.S. government security regulations, employment practices, protection of criminal justice data, protection of the environment, accuracy of records, proper recording of costs, foreign corruption, Trade Agreements Act, Agreement, Buy AmericanAmerica Act, and the False Claims Act.
Generally, in the U.S., government contracts and grants are subject to oversight audits by government representatives. Such audits could result in adjustments to our contracts. AnyFor contracts covered by the Cost Accounting Standards, any costs found to be improperly allocated to a specific contract may not be allowed, and such costs already reimbursed may have to be refunded. Future audits and adjustments, if required, may materially reduce our revenues or profits upon completion and final negotiation of audits. Negative audit findings could also result in investigations, termination of a contract or grant, forfeiture of profits or reimbursements, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government. All contracts with the U.S. government can be terminated for convenience by the government at any time.
As we expand our portfolio of technologies, certain of our products and services are subject to cancellation attelecommunications-related regulations, and future legislative or regulatory actions could subject us to additional compliance obligations or adversely affect our business, results of operations and financial condition.
As part of our expanding portfolio of technologies, we are now a provider of certain products and services that include telecommunications, including selective routing services for 911 calls. As such, we are subject to certain existing or potential Federal Communications Commission (“FCC”) and state regulations relating to telecommunications, including some licensing, service reliability, consumer protection and regulatory fee requirements. If we do not comply with FCC and state rules and regulations, we could be subject to enforcement actions, fines, loss of licenses and possibly restrictions on our ability to operate or offer certain of our products or services. Any enforcement action, which may be a public process, could damage our reputation, erode customer trust, subject us to substantial fines and penalties, or cause us to restructure our product or service offerings, which could adversely affect our business, results of operations and financial condition.
Additionally, we are subject to telecommunications laws and regulations in certain foreign countries where we offer products and services that include telecommunications. For example, we are registered to provide telecommunications connectivity with our WAVE PTX push-to-talk offerings in certain countries in the convenienceEuropean Union. Local laws and regulations, and the interpretation of such laws and regulations, differ significantly among the jurisdictions in which we provide these products and services. In some countries, certain services that we offer are not considered to be regulated telecommunications services, while in other countries they are subject to telecommunications regulations, including registration with the local telecommunications governing authority, which increases the level of scrutiny and potential for enforcement by regulators as well as our cost of doing business internationally. Further, enforcement and interpretations of the U.S. government.
In addition, contacts withlaws and regulations in some countries can be unpredictable and subject to the informal views of government officialsofficials. Future applicable legislative, regulatory or judicial actions could increase the cost and participation in political activities are areas that are tightly controlled by federal, state, localcomplexity of compliance and international laws.expose us to liability. Failure to comply with these regulations could subject us to additional compliance obligations or liabilities, which could adversely affect our business, results of operations and financial condition.
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Increased focus on climate change issues has contributed to an evolving state of environmental regulation relating to climate change, and uncertainty related to such regulation, as well as physical risks of climate change, could impact our results of operations, financial or competitive position.
Increased public awareness and worldwide focus on climate change issues has led to legislative and regulatory efforts to limit greenhouse gas emissions, and may result in more international, federal or regional requirements or industry standards to reduce or mitigate global warming. Additionally, legislative and regulatory efforts have focused on carbon taxes in certain areas where we operate. As a result, we may become subject to new or strengthened regulations, legislation or other governmental requirements or industry standards, and we anticipate that we will see increased demand to meet voluntary criteria related to reduction or elimination of certain constituents from products and increasing energy efficiency. For example, in October 2021 the U.K.’s Cabinet Office began requiring companies bidding on contracts with the U.K. government that have a value of over £5m per year to have carbon reduction plans that contain a commitment to achieving net zero emissions by 2050 for U.K. operations. This requirement applies to our operations in the U.K. Although Motorola Solutions UK Ltd. and Airwave Solutions Ltd., our U.K. subsidiaries, each committed to achieving net zero emissions by 2050 for such entities' U.K. operations, this requirement and any similar future requirements may impact our business operations or competitive position. This requirement and other increased regulation of climate change concerns could subject us to additional costs and restrictions and require us to make certain changes to our manufacturing practices and/or product designs, which could negatively impact our business, results of operations, financial condition and competitive position.
In addition, the physical risks of climate change (such as extreme weather conditions or rising sea levels) may impact the availability and cost of materials and natural resources, sources and supply of energy, product demand and manufacturing and could increase insurance and other operating costs. Many of our facilities around the world (and the operations of our suppliers) are in locations that may be impacted by the physical risks of climate change, and we face the risk of losses incurred as a result of physical damage to our facilities or those of our suppliers, such as loss or spoilage of inventory and business interruption caused by such events.
We are subject to a wide range of product regulatory and safety, consumer, worker safety and environmental product compliance and remediation 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 product compliance and remediation laws. Compliance with such existing or future laws could costsubject us opportunities to seekfuture 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, cleanup of, and exposure to certain government sales opportunitiessubstances. For example, in the U.S., laws often require parties to fund remedial studies or even resultactions regardless of fault and oftentimes in fines, prosecution,response to action or debarment.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.
Government regulationLaws 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, (iv) the use and transportation of batteries, and (v) debt collection and other consumer finance matters 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 frequencies may limit the growthinterference, radio frequency radiation exposure, medical related functionality, use of public safety broadband systemsproducts with video functionality, and consumer and social mandates pertaining to use of wireless or reduce barrierselectronic equipment. These laws, and changes to entry for new competitors.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, which could negatively impact our business, results of operations, financial condition and competitive position.
Radio frequenciesTax matters could have a negative impact on our financial condition and results of operations.
We are requiredsubject to provide wireless services. The allocation of frequencies is regulatedincome taxes in the U.S. and other countriesnumerous foreign tax jurisdictions. Our provision for income taxes and limited spectrum is allocated to wireless services and specifically to public safety users. The growth of public safety broadband communications systemscash tax liability may be affected: (i) by regulations relating to the access to allocated spectrum for public safety users, (ii) if adequate frequencies are not allocated, or (iii) if new technologies are not developed to better utilize the frequencies currently allocated for such use. Industry growth may also be affected by new licensing fees required to use frequencies.


The U.S. leads the world in allocating spectrum to enable wireless communications including LTE. Other countries have also allocated spectrum to allow deployment of these and other technologies. This changing landscape may introduce new competition and new opportunities for us.
MSI’s opportunities to sell LTE equipment and related software and services in the U.S may be substantiallynegatively impacted by: (i) AT&T's successchanges in satisfying FirstNet contract requirementsthe mix of earnings taxable in jurisdictions with different statutory tax rates, (ii) changes in tax laws and milestones,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) repatriating cash held 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. Outcomes from these continuing examinations may have a negative impact on our future financial condition and operating results.
Certain tax policy efforts, including among others, subscriber adoption rate, mandatory payments to FirstNet,the Organization for Economic Co-operation and coverage, (ii) VerizonDevelopment’s Base Erosion and Profit Shifting Project, the European Commission’s state aid investigations, and other commercial broadband carriers providing services for public safety,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 (iii) fiscal, public,we may see significant changes in legislation and regulatoryregulations concerning taxation. Certain countries have already enacted legislation which could affect international businesses, and other countries have
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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, and/or special interest politics that risk delaying deployment.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.
We derive a portionRisks Related to Our Ability to Grow Our Business
Catastrophic events, including the continuing COVID-19 pandemic, natural disasters and other events beyond our control may interrupt our business, or our customers’ or suppliers’ business, which may adversely affect our business, results of operations, financial position, cash flows and stock price.
Our business operations, and the operations of our revenue from government customers who awardand suppliers, are subject to interruption by natural disasters, flooding, fire, power shortages, the widespread outbreak of infectious diseases and pandemics, such as the continuing COVID-19 pandemic, terrorist acts or the outbreak or escalation of armed hostilities, and other events beyond our control. Any of these events could impair our ability to manage our business through competitive bidding which can involve significant upfront costs and risks. This effort may not result in awardsand/or cause disruption of business or we may fail to accurately estimate the costs to fulfill contracts awarded to us,economic activity, which could have an adverse consequenceseffect on our business, results of operations, financial position, cash flows and stock price.
In particular, the COVID-19 pandemic has caused significant disruption to the global economy, including in all of the regions in which we, our suppliers, customers and business partners do business and in which our employees are located. The COVID-19 pandemic and efforts to manage it, including those by governmental authorities, have had, and could continue to have, significant impacts on global markets. While the duration and severity of those impacts on our business continue to be uncertain, they have had, and could continue to have, an adverse effect on our business, financial position, cash flows and stock price in many ways, including, but not limited to, the following:
The COVID-19 pandemic and responses to it have significantly limited or prevented the movement of goods and services worldwide, which has resulted in and which we expect to continue to result in disruptions in our supply chain, particularly with respect to materials in the semiconductor market. To date, we have been permitted to continue to operate in jurisdictions that have mandated the closure of certain businesses, and we expect to continue to do so in the future. Any future profitability.
Many government customers, including most U.S. government customers, awardrestrictions or closures could have a material impact on our business, through a competitive bidding process, which results in greater competitionof operations, financial condition and increased pricing pressure. The competitive bidding process involves significant costcash flow and managerial time to prepare bids for contracts thatwe may not be awardedpermitted to us. Even ifoperate under such restrictions or closures. In particular, any limitations on, or closures of, our manufacturing facilities in Malaysia, Canada, Mexico and the United States (Illinois, Texas), or our distribution centers in Malaysia, Germany, Canada and the United States (Illinois, Texas), could have a material adverse impact on our ability to manufacture products and service customers. This extends as well to any disruptions to transportation including reduced availability of air transportation capacity and ocean freight capacity, which has led to, and which we are awarded contracts,expect to continue to lead to, longer transit times and increases in freight costs to deliver our products. If diminished transportation capacity levels continue, the speed at which we may faildeliver our products will continue to accurately estimatebe slower than the resourcesdelivery times that we traditionally provide to our customers and costs required to fulfill a contract, or to resolve problems with our subcontractors or suppliers, which could negatively impact the profitability of any contract awardedour ability to us, particularly in the case of fixed price contracts. In addition, following the award of a contract, we have experiencedmeet customer demand.
Our customers are, and may continue to experiencebe, subject to significant expense risks and have had, and could continue to have, adverse impacts to their business operations and financial condition related to the COVID-19 pandemic, which could lead to a decrease in their liquidity and/or delay, contract modificationspending. This has impacted, and could continue to impact, our customers’ ability to pay for such products, solutions and services.
Our workforce may be unable to work on-site or contract rescissiontravel as a result of event cancellations, facility closures, shelter-in-place, travel and other restrictions and changes in industry practice, or if they, their co-workers or their family members become ill or otherwise require care arrangements. These workforce disruptions have adversely affected and could continue to adversely affect, our ability to operate, including to develop, manufacture, generate sales of, promote, market and deliver our products, solutions and services, and provide customer delay orsupport. Additionally, in September 2021, the President of the United States signed a series of executive orders, and related guidance was issued that, together, required certain employers to implement COVID-19 precautions, including mandatory COVID-19 vaccines for employees (subject to medical and religious exemptions). As a federal contractor, we were required to implement a mandatory vaccine policy. In January 2022, in response to various legal challenges to these orders, we suspended our competitors protesting or challenging contracts awardedrequirement that our U.S. employees (subject to us in competitive bidding.the exemptions described above) be vaccinated by February 9, 2022. We continue to evaluate our internal policy and the potential impact of the executive orders and legal responses to such executive orders on our business.
We enter into fixed-price contracts that could subject usoutsource certain business activities to lossesthird-parties. As a result, we rely upon the successful implementation and execution of the business continuity planning of such entities in the eventcurrent environment. If one or more of the third-parties to whom we fail to properly estimate our costsoutsource certain business activities experience operational failures or hedge our risks associated with currency fluctuations.
We enter intobusiness disruption as a numberresult of firm fixed-price contracts. If our initial cost estimates are incorrect, we can lose money on these contracts. Because certain of these contracts involve new technologies and applications, require us to engage subcontractors and/the impacts from COVID-19, or can last multiple years, unforeseen events, such as technological difficulties, fluctuations in the price of raw materials, problems with our subcontractors or suppliers and other cost overruns, can result in the contract pricing becoming less favorable or even unprofitable to us andclaim that they cannot perform, it may have an adverse impactnegative effects on our business and financial results. In addition, a significant increase in inflation rates or currency fluctuations could have an adverse impact oncondition.
As we expand the profitabilitytechnologies within our Products and Systems Integration and Software and Services segments, we may be subject to additional compliance obligations and face increased competition and increased areas of longer-term contracts.
The expansion of our software business creates a greater risk than we have been exposed to in the past that we may not be able to properly assess or mitigate.mitigate, which could harm our market share, results of operations and financial condition or result in additional liabilities for our business.
The process of developing new video security and software products and enhancing existing software products is complex, costly and uncertain, and any failure by us to anticipate customers' changing needs, and emerging technological trends and development costs accurately could significantly harm our market share, results of operations and financial condition. Any failure to accurately
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predict technological and business trends, control research and development costs or execute our innovation strategy could harm our business and financial performance. Our research and development initiatives may not be successful in whole or in part, including research and development projects which we have prioritized with respect to funding and/or personnel.
As part of our growth strategy, we may seek to acquire new software technologies. The process of integrating acquired assets into our operations may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our business. We may allocate a significant portion of our available working capital to finance all or a portion of the purchase price relating to possible acquisitions. Any future acquisition or investment opportunity may require us to obtain additional financing to complete the transaction. The anticipated benefits of any acquisitions may not be realized. In addition, future acquisitions by us could result in potentially dilutive issuances ofequity securities, the incurrence of debt andcontingent liabilities and amortization expenses related to intangible assets, any of which could materially adversely affect our operating results and financial position.
The expansion of our services business creates increased areas of risk that we may not be able to properly assess or mitigate.
We plan to continue to expand our services business by offering additional and expanded managed services for existing and new types of customers, such as designing, building, operating, managing and in some cases owning a public-safety system or other commercial system. The offering of managed services involves the integration of multiple services, multiple vendors and multiple technologies, requiring that we partner with other solutions and services providers, often on multi-year projects.
Additionally, our managed services business includes the hosting of software applications. This allows the customers to “consume” the software “as a service” and avoid the costs and complexities of acquiring and operating the software.
We may face increasing competition from traditional system integrators, the defense industry, and commercial software companies, and commercial telecommunication carriers as services contracts become larger and more complicated.
Expansion will bring us into contact with new regulatory requirements and restrictions, such as data security or data residency/localization obligations, with which we will have to comply and may increase the costs of doing business, reduce margins and delay or limit the range of new solutions and services which we will be able to offer.


We may be required to agree to specific performance metrics that meet the customer's requirements for network security, availability, reliability, maintenance and support and, in some cases, if these performance metrics are not met we may not be paid.
Additionally, as our portfolio of products increases, we may be subject to additional compliance obligations and liabilities for our business. For example, in October 2021, the United Kingdom’s Competition and Markets Authority (the “CMA”) announced that it had opened a market investigation into the Mobile Radio Network for the Police and Emergency Services. This investigation affects Airwave, our private mobile radio communications network that we acquired in 2016. Airwave provides mission-critical voice and data communications to public service agencies in Great Britain. The market investigation by the CMA may result in additional compliance obligations for our business.
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 and customer preferences. For example, the software industry is characterized by rapidly changing customer preferences in favor of digital capabilities, including public and private cloud solutions. In some cases, it is unclear what specific technology will be adopted in the market or what delivery model will prevail. 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 and video security companies. New products and services 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 and services, 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 research and development of new, technologically-advanced products and services 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 services 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.
We expect to continue to make strategic acquisitions of other companies or businesses and these acquisitions introduce significant risks and uncertainties, including risks related to integrating the acquired businesses and achieving benefits from the acquisitions.
In order to position ourselves to take advantage of growth opportunities or to meet other strategic needs such as product or technology gaps, we have made, and expect to continue to make, strategic acquisitions that involve significant risks and uncertainties. These risks and uncertainties include: (i) inability to realize our business plan with respect to the acquired businesses, (ii) the difficulty or inability in integrating newly-acquired businesses and operations in an efficient and effective manner, including ensuring proper integration of acquired businesses’ legal and regulatory compliance programs, (ii) risks associated with integratinginformation technology systems and financial reporting and internal control systems, (iii) difficulties in integrating information technology systems and other business processes to accommodate the acquired businesses, (iv) challenges in integrating acquired businesses to create the operating platform for public safety, (v)(iv) the challenges in achieving strategic objectives, cost savings and other benefits from acquisitions, (vi)(v) the risk that our contractual relationships or the markets served do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets, (vii)(vi) the potential loss of key employees of the acquired businesses, (viii)(vii) the risk of diverting the attention of senior management from our operations, (ix)(viii) the risks of entering new markets in which we have limited experience, and (x)(ix) future impairments of goodwill of an acquired business.goodwill. In particular, failure to achieve targeted cost and revenue synergies could negatively impact our business performance.
Certain acquisition candidates in the industries in which we participate may carry higher relative valuations (based on revenues, earnings, cash flow, or other relevant multiples) than we do. This is particularly evident in recurring revenue businesses, software businesses and certain services businesses. Acquiring a business that has a higher relative valuation than Motorola Solutions may be dilutive to our earnings. In addition, we may not pursue opportunities that are highly dilutive to near-term earnings.
Key employees of acquired businesses may receive substantial value in connection with a transaction in the form of cash payments for their ownership interest, particularly in the case of founders and other shareholder employees, or as a result of change-in-control agreements, acceleration of stock options and the lifting of restrictions on other equity-based compensation
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rights. To retain such employees and integrate the acquired business, we may offer additional retention incentives, but it may still be difficult to retain certain key employees.
We may not continueRisks Related to have accessInformation Technology and Intellectual Property
Increased cybersecurity threats could lead to the capital markets for financing on acceptable terms and conditions, particularly if our credit ratings are downgraded, which could limit our ability to repay our indebtedness and could cause liquidity issues.
From time-to-time we access the capital markets to obtain financing. Our access to the capital markets and the bank credit markets at acceptable terms and conditions are impacted by many factors, including: (i) our credit ratings, (ii) the liquidity of the overall capital markets, (iii) strength and credit availability in the banking markets, and (iv) the current state of the global economy. In addition, we frequently access the credit markets to obtain performance bonds, bid bonds, standby letters of credit and surety bonds, as well as to hedge foreign exchange risk and sell receivables. Furthermore, there can be no assurances we will be able to refinance our existing indebtedness (i) on commercially reasonable terms, (ii) on terms, including with respect to interest rates, as favorable as our current debt,a security breach or (iii) at all. There can be no assurances that we will continue to have access to the capital markets or bank credit markets on terms acceptable to us and if we are unable to repay or refinance our debt, we cannot guarantee that we will be able to generate enough cash flows from operations or that we will be able to obtain enough capital to service our debt, fund our planned capital expenditures or pay future dividends.
We are rated investment grade by all three national rating agencies. Any downward changes by the rating agencies to our credit rating may negatively impact the value and liquidity of both our debt and equity securities. Under certain circumstances, an increase in the interest rate payable by us under our revolving credit facility, if any amounts are borrowed under such facility, could negatively affect our operating cash flows. In addition, a downgrade in our credit ratings could limit our ability to: (i) access the capital markets or bank credit markets, (ii) provide performance bonds, bid bonds, standby letters of credit and surety bonds, (iii) hedge foreign exchange risk, (iv) fund our foreign affiliates, and (v) sell receivables. A downgrade in our credit rating could also result in less favorable trade terms with suppliers. In addition, any downgrades in our credit ratings may affect our ability to obtain additional financing in the future and may affect the terms of any such financing. Any future disruptions, uncertainty or volatility in the capital markets may result in higher funding costs for us and adversely affect our ability to access funds and other credit related products. In addition, we may avoid taking actions that would otherwise benefit us or our stockholders, such as engaging in certain acquisitions or engaging in stock repurchases, that would negatively impact our credit rating.
Our future operating results depend on our ability to purchase at acceptable prices a sufficient amount of materials, parts, and components, as well as services and software, to meet the demandssignificant disruption of our customers and any disruption toIT systems, those of our outsource partners, suppliers or significant increasethose we manufacture, install, and in the price of suppliessome cases operate and maintain for our customers, and could have a negative impact on our resultsoperations, sales, and operating results.
We rely extensively on our information systems to manage our business operations. All information technology systems are potentially vulnerable to damage, unauthorized access or interruption from a variety of operations.sources, including but not limited to, cyberattack, cyber intrusion, computer viruses, security breach, ransomware, energy blackouts, natural disasters and severe weather conditions, terrorism, sabotage, war, insider trading, human error and computer and telecommunication failures. Similar to many other companies, we are consistently subject to attempts to compromise our information technology systems from both internal and external sources. As a provider of mission-critical communications systems for customers in critical infrastructure sectors of the U.S. and globally, including systems that we operate and maintain for certain customers of ours or as a software-based service, we face additional risk as a target of sophisticated attacks aimed at compromising both our company’s and our customers’ sensitive information and intellectual property. This risk is heightened because these systems may contain sensitive governmental information or personally identifiable or other protected information. As a result of the continuing COVID-19 pandemic, a large portion of our office workers continue to work from home, which may also increase our vulnerability to cyber and other information technology risks. Additionally, the sophistication of these threats continues to grow and the complexity and scale of the systems to be protected continues to increase. In an effort to protect against such attacks, we maintain insurance related to cybersecurity risks and employ a number of countermeasures and security controls, including training, audits, and utilization of commercial information security threat sharing networks. If we fail to effectively manage our investment in cybersecurity, our business, products, and services could suffer from the resulting weaknesses in our infrastructure, systems or controls.
Our abilityFurther, our company outsources certain business operations, including, but not limited to meet customers' demands depends,IT, network connectivity, HR information systems, manufacturing, repair, distribution and engineering services. We are dependent, in part,certain instances, upon our outsourced business partners, suppliers, and customers to adequately protect our IT systems and those IT systems that we manage for our customers, including the hosts of our cloud infrastructure on top of which our cloud-based solutions are built, as well as the network connectivity upon which some of our services are built. Some of our customers are exploring broadband solutions that use public carrier networks on which our solutions would operate. We do not have direct oversight or influence over how public carrier networks manage the security, quality, or resiliency of their networks, and because they are an attractive high value target due to their role in critical infrastructure, they expose customers to an elevated risk over our private networks. In addition, we maintain certain networked equipment at customer locations and are reliant on those customers to protect and maintain that equipment.
A cyberattack or other significant disruption involving our IT systems or those of our outsource partners, suppliers or our customers could result in substantial costs to repair or replace our IT systems or the loss of critical data and interruptions or delays in our ability to timely obtain anperform critical functions. Such disruption may also result in the unauthorized release of proprietary, confidential or sensitive information of us or our customers, or the disruption of services provided to customers and essential for their mission. Such unauthorized access to, or release of, information or disruption of services could: (i) allow others to unfairly compete with us, (ii) compromise safety or security, given the mission-critical nature of our customers’ systems, (iii) subject us to claims for breach of contract, tort, and other civil claims without adequate delivery of quality materials, parts, and components, as well as services and softwareindemnification from our suppliers. In addition, certain supplies, including for some ofsuppliers, and (iv) damage our critical components, services and software solutions, are available only from a single sourcereputation. Our potential liability related to such claims by customers or limited sources and wethird-parties described above may not be ablecontractually capped nor fully covered by our insurance. We could face regulatory penalties, enforcement actions, remediation obligations and/or private litigation by parties whose data is improperly disclosed or misused. The continued global trend to diversify sources in a timely manner. If demand for our productsenforce data sovereignty and negate legitimate cross border data flows increases the risk that we, directly or services increases from our current expectationsthrough some third party service provider, may inappropriately transfer personal data. Any or if suppliers are unable to meet our demand for other reasons, including as a resultall of natural disasters or financial issues, we could experience an interruption in supply or a significant increase in the price of supply, including as a


result of having to move to an alternative source, thatforegoing 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,condition, results of operations, and cash flows.flow.
Our sales within a quarterIf we 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 inadequately protect 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)or if we, our customers and/or our suppliers are found to have infringed intellectual property rights of third-parties, (ii) thethird parties, our competitive position and results of operations may be adversely impacted.
Our intellectual property indemnitiesrights protect our innovations and technology, and they may also generate income under license agreements. We attempt to protect our proprietary technology with intellectual property in the form of 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. 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 supplier agreements are inadequatelonger-standing businesses. This may expose us to cover damagesa heightened risk of litigation and losses due to infringementother challenges from competitors in these new markets. In addition, effective patent, copyright, trademark and trade secret protection may be unavailable or limited in certain foreign countries. Unauthorized use of third-partyour intellectual property rights by supplier products, (iii) we are requiredthird-parties and the cost of any litigation necessary to provide broad intellectual property indemnities to our customers, (iv)enforce our intellectual property protection is inadequate to protect against threats of misappropriation from internal or external sources or otherwise inadequate to protectrights could have a negative impact on 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.financial results and competitive position.
Since
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Additionally, because 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 patentthird-party patents 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 principleprincipal 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 and services, 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 soughtThird-parties may also seek 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 suchSuch licenses, if available at all, willmay not 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 face risks relating to intellectual property licenses and intellectual property indemnities in our customer and supplier contracts, which may fail to fully protect us and subject us to unexpected liabilities or harm our financial condition and results of operations.
We obtain some technology from suppliers through the purchase of components or licensing of software, and we attempt to negotiate favorable intellectual property indemnities with our suppliers for infringement of third-party intellectual property rights. However, there is no assurance thatWith respect to such indemnities, we willmay not be successful in our negotiations, or that a supplier's indemnity willmay not fully protect us or cover all damages and losses suffered by us and our customers due to the infringing products, or that a supplier willmay not choose to acceptobtain a third-party license or modify or replace its products with non-infringing products which would otherwise mitigate such damages and losses. Such situations may subject us to unexpected liabilities or unfavorable conditions. 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 or operations 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 may 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 seeksometimes seeking 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. Moreover, with respect to our internally developed proprietary software, we may be harmed if we are forced to make publicly available, under the relevant open-source licenses, some of that proprietary software as a result of either our use of open-source software code or the use of third-party software that contains open-source code.
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,
In 2010, we may find that an incompatible third-party owns the Motorola Marks.
We havesecured 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 Companyus using the Motorola Marks and with thisour loss of ownership.ownership of the Motorola Marks. As both we and Motorola Mobility and the Company will be usinguse 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.
Motorola Mobility was acquired by Lenovo in 2014, which resulted in Lenovo having effective control over the Motorola Marks. Our risks under the license could increase if Lenovo expands its use of the Motorola Marks, or if our products and those of Lenovo converge. In addition, because our license of the Motorola Marks will beis limited to products and services within our specified fields of use, we willare 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 thatMobility. As we desirecontinue to expand our business into any other fields of use, we may need toeither must do so with a brand other than the Motorola brand. Developing a brand, as well-known and with as much brand equity as Motorolawhich could take considerable time and expense. Theexpense, or assume the risk that our expanded fields don’t meet the definition of needing to develop a second brand increases as Motorola Mobility's and our products continue to converge and if our business expands into otherpermitted fields of use. In addition, weuse under our license, which could result in loss of our rights to use the Motorola Marks.
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 rightcertain rights to
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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 Companyus to adopt modifications to the use of the modified Motorola Marks, which would result in the Company incurring theand this could negatively impact our business, including costs ofassociated with rebranding.
In addition, neitherNeither Motorola Mobility nor Lenovo are prohibited from selling the Motorola Marks. In the event of a liquidation of Motorola Mobilityby Lenovo or the then ownerthen-owner of the Motorola Marks, it is possible that a bankruptcy court would either (i) 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 aremay be incompatible with ours, thereby potentially making the license arrangement difficult to administer and increasing the costs and risks associated withof sharing the Motorola Marks. In addition, there is a risk that, in the event of a bankruptcy of Motorola MobilityMarks, 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(ii) refuse to uphold the license or certain of its terms. Such a lossterms, which could negatively affect our business, results of operations and financial condition.
Risks Related to the Operation of Our Business
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 2021, 32% of our revenue was generated outside of North America. In addition, 47% of our employees were employed outside of North America in 2021. Most of our suppliers' operations are outside the U.S.
A significant amount of manufacturing and research and development of our products, as well as administrative and sales facilities, takes place outside of the U.S. If the operations in these facilities is disrupted, our business, financial condition, results of operation, and cash flows could be negatively impacted.
Because of these sizable sales and operations 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, including but not limited to increased pressure to agree to established currency conversion rates and cost of living adjustments as a result of foreign 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) compliance with and changes in U.S. and non-U.S. laws or regulations related to antitrust, anti-corruption (such as the Foreign Corrupt Practices Act and the U.K. Bribery Act), trade, labor and employment, environmental, health and safety, technical standards, consumer protection, intellectual property and data privacy, (iv) 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, and difficulties in securing local country approvals for cash repatriations, (v) reduced financial flexibility given that a significant percentage of our cash and cash equivalents is currently held outside of the U.S., (vi) challenges in collecting accounts receivable, (vii) cultural and language differences, (viii) instability in economic or political conditions, including inflation, recession and actual or anticipated military or political conflicts and terrorism, (ix) natural disasters, (x) public health issues or outbreaks or pandemics, such as the continuing COVID-19 pandemic, and (xi) litigation in foreign court systems and foreign enforcement or administrative proceedings.
Additionally, the benefits we receive under various agreements we have entered into with non-U.S. governments and agencies relate to our operations and/or sales in such foreign jurisdictions. If our operations or sales are not at levels originally anticipated, we may be at risk of having to reimburse benefits already granted, which could increase our cost of doing business in such foreign jurisdictions.
Over the last several years we have utilized third-parties to develop, design and/or manufacture many of our components and some of our products, and to perform portions of certain business operations such as IT, network connectivity, HR information systems, manufacturing, repair, distribution and engineering services. We expect to continue these practices in the future, which limit our control over these business operations and exposes us to additional risk as a result of the actions of our outsource partners.
We rely on third-parties to develop, design and/or manufacture many of our components and some of our products (including software), and to assist in performing certain IT, network connectivity, HR information systems, manufacturing, repair, distribution and engineering services. As we outsource more of such operations we are not able to directly control these activities. 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 our desired level of performance or service, lack sufficient quality control or fail to deliver quality components, products, services or software on time and at reasonable prices, (iii) 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, (v) we have difficulties transitioning operations to such third-parties, or (vi) such third-parties are disrupted by external events, such as natural disasters or other significant disruptions (including COVID-related impacts as described above, extreme weather conditions related to climate change, acts of terrorism, cyberattacks and labor disputes).
Our reliance on third-parties could also result in reputational damage in certain instances. For example, our supply chain is complex and if our suppliers are unable to verify that components and parts provided to us are free of defined “conflict minerals” originating from the Democratic Republic of Congo (“DRC”) or an adjoining country, then we may be required to publicly disclose that we are not currently able to determine if the products we manufactured are DRC conflict-free, which could harm our reputation.
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, as described further above. Once a business activity is outsourced we may be
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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.
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 or to adhere to our Human Rights Policy could negatively impact our ability to comply with our performance obligations as the prime contractor.business.
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. In addition, it is our policy to require our subcontractors and other third-parties with whom we work to operate in compliance with applicable laws, rules and regulations, including our Human Rights Policy (and, in addition, for our suppliers to comply with our Supplier Code of Conduct).
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 or a customer may otherwise look to us to cover a loss or damage, 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. Further, one of our subcontractors or other third-parties subject to our Human Rights Policy could fail to comply with such policies or with applicable law or may engage in unethical business practices. Any of the foregoing could cause orders to be canceled, relationships to be terminated or our reputation to be damaged, which could harm our business, financial condition and results of operations.
FailureOur future operating results depend on our ability to purchase at acceptable prices a sufficient amount of materials, parts, and components, as well as software and services, to meet the demands of our suppliers, subcontractors, distributors, resellerscustomers and representativesany disruption 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 impactsignificant increase in the salabilityprice of our products and expose us to financial obligations to a third-party. Any of these eventssupplies could have a negative impact on our salesresults of operations or financial condition.
Our ability to meet customers' demands depends, in part, on our ability to timely obtain an adequate delivery of quality materials, parts, and components, as well as software and services, from our suppliers. If demand for our products or services increases from our current expectations or if suppliers are unable to meet our demand for other reasons, including as a result of natural disasters, financial issues or other factors, we could experience an interruption in supply or a significant increase in the price of supply. We have experienced shortages in the past that have negatively impacted our results of operations and may experience such shortages in the future. For example, as we progressed through 2021, our supply chain has been increasingly impacted by global issues related to the effects of the COVID-19 pandemic, particularly with respect to the semiconductor market. This has resulted in increased costs driven by delivery delays and the need to purchase semiconductor components from alternative sources, including brokers, during the latter part of the fourth quarter of 2021 as described further below. We attempted, and continue to attempt, to mitigate such supply disruptions by closely monitoring our supply chain; by maintaining an active dialogue, and in some cases developing plans, with key suppliers; and by having our engineering teams work to modify certain products in order to maximize the continuity of supply. We expect reduced supply of these materials in the semiconductor market and the related mitigation efforts described above to continue throughout 2022, which may impact our ability to meet customer demand and negatively impact our results of operations.
Our employees, customers, suppliers may significantly and outsource partners are located throughout the world and, asquickly increase their prices in response to increases in costs of raw materials that they use to manufacture their parts or components. 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 ofbe able to increase 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% ofprices commensurately with 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 thatincreased costs, which could negatively impact our business, financial condition, results of operations and cash flows,or financial condition. In addition, certain supplies, 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, includingcritical components, software and services solutions, are developed and/available only from a single source 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 productslimited sources and we may increase our reliance on such third-partiesnot be able to diversify sources in the future. We could have difficulties fulfilling our orders and our sales and profits could decline if: (i) wea timely manner. Where certain supplies are not ableavailable from our direct suppliers, we may be required to engage such third-partiesmove to an alternative source or source certain items through the open market, which involves significantly increased prices that are difficult to forecast or predict. For example, we have been required to take these steps in certain instances in connection with the capabilities or capacities required byimpact on the semiconductor market described above. Each of these factors may impact our business, (ii) such third-parties lack sufficient quality control or failability to deliver quality components, products, services or software on timemeet customer demand 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 results of operations or financial performance. In addition, we may be unable to meet our repair obligations to our customers.condition.
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. ThisOur entry into these contracts 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 cancelablecancellable on short notice with limited penalties. Recovery of front loadedfront-loaded capital expenditures in long-term managed services contracts is dependent on the continued viability of such
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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 completedIn addition, privacy advocacy groups and other technology and industry groups have established or may establish various new or different self-regulatory standards that may place additional obligations on us. Our customers may expect us to meet voluntary certifications or adhere to other standards established by third-parties. If we are unable to maintain these certifications or meet these standards, it could reduce demand for our products and adversely affect our business.
Risks Related to Financial Performance or Economic Conditions
As we are a global company, we face a number of large divestituresrisks related to current global economic and political conditions in the pastmarkets in which we operate that have and could continue to unfavorably impact our business, financial condition, results of operations and cash flows.
Global economic and political conditions, including impacts from the continuing COVID-19 pandemic, continue to be challenging for many of our government and commercial markets, as economic growth in many countries and emerging markets has remained low or declined, currency fluctuations have impacted profitability, credit markets have remained tight for certain counterparties of ours and some of our customers are dependent on government grants to fund purchases of our products and services.
In addition, conflicts in the Middle East and elsewhere have created many economic and political uncertainties that continue to impact worldwide markets. The length of time these adverse economic and political conditions may persist is unknown. These political uncertainties and conflicts include new or increased tariffs and potential liabilities associated with those transactionstrade wars, threats to national security vulnerabilities linked to country of origin (in response to which the U.S. implemented prohibitions on, via the National Defense Authorization Act for Fiscal Year 2019, the use of federal funds to purchase and/or use telecommunications equipment and services and video surveillance equipment and services from Chinese vendors), and the businesses we divested. In addition, these divestituresUnited Kingdom’s decision to voluntarily exit the European Union on January 31, 2020 (commonly referred to as “Brexit”).
These global economic and political conditions have resultedimpacted and could continue to impact our business, financial condition, results of operations, and cash flows in less diversitya number of ways, including:
Requests by certain of our government and commercial customers that we provide vendor financing, including in response to financial challenges surrounding state and local governments, which may cause us to retain exposure to the credit quality of our customers who we finance if we are unable to sell these receivables on terms acceptable to us.
The inability of certain of our customers to obtain financing in order to make purchases from us and/or maintain their business, which may negatively impact our financial results.
Challenges we face in budgeting and our customer base,forecasting due to economic uncertainties in various parts of the U.S. and world economy, which could negatively impact our financial results in the eventif such budgets or forecasts are inaccurate.
Deferment or cancellation of a downturnpurchases and orders by customers may occur due to uncertainty about current and future global economic conditions, which could reduce future demand for our products and negatively impact our financial results.
Intensifying political instability in our mission-critical communications business.
In the past, we have spun-off or sold a number of large businesses, including Motorola Mobility,markets in which we operate could have a significant impact on our Networks businessability to grow and, our Enterprise business. In connection with our divestitures we typically remain liable for certain pre-closing liabilities associated with the divested business,in some cases, operate in 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 thislocations, which 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.
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 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 toWe 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 past divestitures, including the distribution
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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 inWe may not continue to have access to the capital markets for financing on acceptable terms and conditions, particularly if our operations or sales outsidecredit ratings are downgraded, which could limit our ability to repay our indebtedness and could cause liquidity issues.
From time to time we access the U.S.capital markets could result in lost benefits into obtain financing. Our access to the capital markets and the bank loan markets at acceptable terms and conditions are impacted countriesby many factors, including: (i) our credit ratings, (ii) the condition of the overall capital markets, (iii) strength 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 salescredit availability in the jurisdiction. If our circumstances change,banking markets, and operations or sales are not at levels originally anticipated,(iv) the state of the global economy. In addition, we frequently access the credit markets to obtain performance bonds, bid bonds, standby letters of credit and surety bonds, as well as to hedge foreign exchange risk and sell receivables. Furthermore, we may not be able to refinance our existing indebtedness (i) on commercially reasonable terms, (ii) on terms, including with respect to interest rates, as favorable as our current debt, or (iii) at risk of havingall. We may not continue to reimburse benefits already granted,have access to the capital markets or bank credit markets on terms acceptable to us 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 andif we are unable to leverage these intellectual property rightsrepay or refinance our debt, we cannot guarantee that we will be able to generate enough cash flows from operations or that we will be able to obtain enough capital to service our debt, fund our planned capital expenditures or pay future dividends.
We are rated investment grade by all three national rating agencies. Any downward changes by the rating agencies to our credit rating may negatively impact the value and liquidity of both our debt and equity securities. Under certain circumstances, an increase in the interest rate payable by us under our revolving credit facility, if any amounts are borrowed under such facility, could negatively affect our operating cash flows. In addition, a downgrade in our credit ratings could limit our ability to: (i) access the capital markets or bank credit markets, (ii) issue commercial paper (iii) provide performance bonds, bid bonds, standby letters of credit and surety bonds, (iv) hedge foreign exchange risk, (v) fund our foreign affiliates, (vi) sell receivables, and (vii) obtain favorable trade terms with suppliers. In addition, we may avoid taking actions that would otherwise benefit us or our stockholders, such as we did priorengaging in certain acquisitions or engaging in stock repurchases, that would negatively impact our credit rating.
Risks Related to the distribution of Motorola Mobility or the saleHuman Capital Management
Our success depends in part upon our ability to attract and retain senior management and key employees, including engineers and other key technical employees, in order to remain competitive.
The performance 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 patentsCEO, senior management and other intellectual property rights, we no longer own them. As a resultkey employees such as engineers and other key technical employees is critical to our success. If we are unable to leverage these intellectual property rights for purposes of generating licensing revenueretain talented, highly-qualified senior management, engineers and other key employees 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,attract them when needed, it is possible such costs could negatively impact our financial results.business.
We are subjectrely 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 an engineer or other key employee particularly to a wide rangecompetitor, could also place us at a competitive disadvantage. In addition, we face increased demands for technical personnel in areas such as software development, which is an area of product regulatory and safety, consumer, worker safety and environmental lawsparticularly high demand for skilled employees. We believe that continue to expand and could impact our future success depends in large part on our continued ability to growhire, assimilate, retain and leverage the skills of qualified engineers and other highly-skilled personnel needed to develop successful new products or services. In particular, competition for experienced software and cloud computing infrastructure engineers is intense. Our efforts to attract, develop, integrate and retain highly skilled employees with appropriate qualifications may be compounded by intensified restrictions on travel (including during the continuing COVID-19 pandemic), immigration, or the availability of work visas. Further, if we fail to adequately plan for the succession of our CEO, senior management and other key employees, our business could subject us to unexpected costs and liabilities and could impact our financial performance.be negatively impacted.
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.

23


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 facilities (manufacturing and office), both of which were locatedFebruary 7, 2022, the material properties that we used in Europe, (ii) leased 239 facilities, 132 of which were located in the Americas region and 107 of which were located in other countries and (iii) primarily utilized three major facilities for the manufacturing and distribution ofconnection with 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.business, serving all segments, are as follows:
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.
LocationApproximate Size in Sq. Ft.
(In thousands)
Owned vs. LeasedPurpose
Schaumburg, Illinois, U.S.345LeasedResearch & development and customer support
Elgin, Illinois, U.S.301LeasedManufacturing and distribution
Krakow, Poland301LeasedResearch & development and corporate administrative
Penang, Malaysia300LeasedManufacturing and distribution, research & development and corporate administrative
Plantation, Florida, U.S.182LeasedCorporate administrative
Chicago, Illinois, U.S.179LeasedCorporate administrative (global headquarters)
Tel Aviv, Israel152LeasedResearch & development and corporate administrative
British Columbia, Canada108LeasedManufacturing and distribution and corporate administrative
Allen, Texas, U.S.138OwnedManufacturing and distribution and corporate administrative
Richardson, Texas, U.S.136LeasedManufacturing and distribution
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
WeIn addition to the matter referenced below, we are a defendant in various lawsuits,subject to legal proceedings and claims that have not been fully resolved and actions, which arisehave arisen in the normalordinary 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. 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.
See "Note 12: Commitments and Contingencies” to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for information regarding our legal proceedings.

Item 4: Mine Safety Disclosures
Not applicable.



Information about our Executive Officers of the Registrant
The following are the persons who wereare the executive officers of Motorola Solutions,the Company, their ages, and their current titles as of February 15, 201916, 2022 and the positions they have held during the last five years with the Company or as otherwise noted:
Gregory Q. Brown; age 58;61; 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;50; 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; Executive Vice President, Services & Software since August 28, 2018; Senior Vice President, Managed & Support Services from July 2017 to August 2018; Corporate Vice President, Managed & Support Services from August 2015 to July 2017; and Corporate Vice President, Strategy from May 2011 to August 2015.
John P. "Jack" Molloy; age 47;50; Executive Vice President and Chief Operating Officer since November 18, 2021; Executive Vice President, Products &and Sales sincefrom August 28, 2018;2018 to November 2021; 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;50; Senior Vice President, Chief Strategy & Innovation Officerand 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;45; Corporate Vice President and Chief Accounting Officer since September 10, 2018; and Vice President and Treasurer from January 2016 to September 2018;2018.
Mahesh Saptharishi; age 44; Executive Vice President and Assistant TreasurerChief Technology Officer since November 18, 2021; Senior Vice President, Software Enterprise and Mobile Video, and Chief Technology Officer from March 2015June 2021 to November 2021; Chief Technology Officer & Senior Vice President, Software Enterprise from April 2021 to June 2021; Senior Vice President, Chief Technology Officer from February 2019 to April 2021; and Chief Technology Officer, Senior Vice President of Avigilon from
24


September 2014 to January 2016;2019. Avigilon, a provider of advanced security and video solutions, is a subsidiary of the Company, which the Company acquired in 2018.
Jason J. Winkler; age 47; Executive Vice President and Assistant ControllerChief Financial Officer since July 1, 2020; Senior Vice President, Finance from September 2018 to June 2020; and Corporate Vice President, Finance, Global Sales & Services from February 20142016 to March 2015; and Senior Director, Finance from December 2012 to February 2014.September 2018.
Cynthia M. Yazdi; age 54;57; Senior Vice President, Communications & Brand since February 2, 2022; Senior Vice President, Chief of Staff, Communications & Brand and Motorola Solutions Foundation from November 2021 to February 2022; Senior Vice President, Chief of Staff, Marketing &and Communications and Motorola Solutions Foundation sincefrom August 28, 2018;2018 to November 2021; Corporate Vice President, Chief of Staff to the Chairman and CEO, Global Marketing and Communications from February 2018 to August 2018; and Vice President, Chief of Staff, Global Marketing and Communications from September 2016 to February 2018; Vice President, Chief of Staff from August 2015 to September 2016; and Senior Director, Sales Operations for Asia Pacific from January 2013 to August 2015.2018.
The above executive officers will serve as executive officers of Motorola Solutionsthe Company until the regular meeting of the Board of Directors in May 20192022 or until their respective successors are elected. There is no family relationship between any of the executive officers listed above.


25


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, 20197, 2022 was26,760.19,475. 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 authorizedDuring 2021, we declared regular quarterly dividends of $0.71 per share of our common stock for issuance under equity compensation plans is incorporated by reference toeach of the information under the caption “Equity Compensation Plan Information”first three quarters of Motorola Solutions’ Proxy Statementfiscal 2021, and $0.79 per share of our common stock for the 2019 Annual Meetingfourth quarter of Stockholders.fiscal 2021. While we expect to continue to pay comparable regular quarterly dividends in 2022, 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 payment of dividends, general business conditions and such other factors as our Board of Directors deems relevant.
Unregistered Sales of Equity Securities
On October 29, 2021, the Company issued 2,814 shares of common stock in connection with the acquisition of Envysion to certain former shareholders of Envysion. The remainderstock was issued for an aggregate grant-date fair value of $1 million that will be expensed over an average service period of one year. Additionally, on December 16, 2021, the Company issued 13,007 shares of common stock in connection with the acquisition of 911 Datamaster to certain former equityholders of 911 Datamaster. The stock was issued for an aggregate grant-date fair value of $3 million that will be expensed over an average service period of two years. The foregoing transactions did not involve any underwriters, any underwriting discounts or commissions, or any public offerings. The shares with respect to both transactions were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the response to this Item incorporates by reference Note 16, “Quarterly and Other Financial Data (unaudited)”Securities Act of the notes to consolidated financial statements appearing under “Item 8: Financial Statements and Supplementary Data.’’1933, as amended, in privately negotiated transactions not involving any public offerings or solicitations.
Issuer Purchases of Equity Securities
The following table provides information with respect to acquisitions by the Company of shares of its common stock during the quarter ended December 31, 2018.2021.

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 11/20/18485,945
 $125.97
 485,945
 $1,581,377,757
11/21/18 to 12/27/1840,254
 $124.23
 40,254
 $1,576,377,038
Total526,199
 $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)
10/02/2021 to 10/27/2021299,184 $239.06 299,184 $2,168,146,611 
10/28/2021 to 11/23/202186,577 $247.78 86,577 $2,146,694,562 
11/24/2021 to 12/31/2021101,964 $256.20 101,964 $2,120,571,843 
Total487,725 $244.19 487,725 
(1)
(1)Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.
(2)Through a seriesAs originally announced on July 28, 2011, and subsequently amended, including in May 2021, the Board of actions, the board of directorsDirectors has authorized the Company to repurchase an aggregate amount of up to $14.0$16.0 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, 2018,2021, the Company had used approximately $12.4$13.9 billion, including transaction costs, to repurchase shares.shares, leaving $2.1 billion of authority available for future repurchases.

26





PERFORMANCE GRAPHPerformance Graph
The following graph compares the five-year cumulative total shareholder 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, 20132016 and reflects the paymentreinvestment of dividends.
msi-20211231_g1.jpg
chart-362b8ae9349a5c0f987.jpg

Years EndedDecember 31, 2016December 31, 2017December 31, 2018December 31, 2019December 31, 2020December 31, 2021
Motorola Solutions$100.00 $111.45 $144.48 $205.43 $220.61 $357.18 
S&P 500$100.00 $121.82 $116.47 $153.13 $181.29 $233.28 
S&P Communications Equipment$100.00 $127.11 $146.28 $165.89 $166.94 $252.61 

27


Item 6: Selected Financial Data[Reserved.]

28
 Years Ended December 31
(In millions, except per share amounts)2018 2017 2016 2015 2014
Operating Results         
Net sales$7,343
 $6,380
 $6,038
 $5,695
 $5,881
Operating earnings1,255
 1,284
 1,048
 916
 900
Earnings (loss) from continuing operations, net of tax*966
 (155) 560
 640
 (697)
Per Share Data (in dollars)         
Diluted earnings (loss) from continuing operations per common share*$5.62
 $(0.95) $3.24
 $3.17
 $(2.84)
Earnings (loss) per diluted common share*5.62
 (0.95) 3.24
 3.02
 5.29
Diluted weighted average common shares outstanding (in millions)172.0
 162.9
 173.1
 201.8
 245.6
Dividends declared per share$2.13
 $1.93
 $1.70
 $1.43
 $1.30
Balance Sheet         
Total assets$9,409
 $8,208
 $8,463
 $8,346
 $10,423
Total debt5,320
 4,471
 4,396
 4,349
 3,400
Other Data         
Capital expenditures$197
 $227
 $271
 $175
 $181
% of sales2.7% 3.6% 4.5% 3.1% 3.1%
Research and development expenditures$637
 $568
 $553
 $620
 $681
% of sales8.7% 8.9% 9.2% 10.9% 11.6%

*    Amounts attributable to Motorola Solutions, Inc. common shareholders.



Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion and analysis of our financial position as of December 31, 20182021 and 20172020 and results of operations and cash flows for each of the three years in the period ended December 31, 2018.2021. This commentary should be read in conjunction with our consolidated financial statements and the notes thereto appearing under “Item 8: Financial Statements and Supplementary Data.”
During the second quarter of 2018, we modified our internal reporting structure to better align the way financial information is reported to and analyzed by executive leadership in part as a result of recent acquisitions contributing to the growth within the newly-aligned Services and Software segment. Previously, we had two reporting segments: Products and Services. The changes in reporting structure consist of Systems Integration-related revenue and costs moving from the old Services segment into the newly-presented Products and Systems Integration segment and software-related revenue and costs moving from the old Products segment into the newly-presented Services and Software segment.
Executive Overview
Recent Acquisitions and Developments
On January 7, 2019, we announced that we acquired VaaS International Holdings, Inc. ("VaaS"), a "video analysis as a service" company that is a leading global provider of data and image analytics for vehicle location for a purchase price of $445 million. This acquisition expands our command center software portfolio.
We have reached an agreement with the U.K. Home Office on terms for the new direction of the U.K. Emergency Services Network (“ESN”) that we expect to sign in early 2019. During the fourth quarter of 2018, we signed an agreement to extend the Airwave contract through 2022 with substantially similar terms to the prior agreement.
On March 28, 2018, we completed the acquisition of Avigilon Corporation ("Avigilon"), a provider of advanced security and video solutions including video analytics, network video management hardware and software, video cameras and access control solutions for a purchase price of $974 million.
On March 7, 2018, we completed the acquisition of Plant Holdings, Inc. ("Plant"), the parent company of Airbus DS Communications for a purchase price of $237 million. This acquisition expands our software portfolio in the command center with additional solutions for Next Generation 9-1-1.
On August 28, 2017, we completed the acquisition of Kodiak Networks, a provider of broadband push-to-talk for commercial customers, for a purchase price of $225 million.
On March 13, 2017, we completed the acquisition of Interexport, a managed service provider of communications systems to public safety and commercial customers in Chile, for a purchase price of $98 billion Chilean pesos, or approximately $147 million.
OnNovember 10, 2016, we completed the acquisition of Spillman Technologies ("Spillman"), a provider of comprehensive law enforcement and public safety software solutions, for a purchase price of$221 million. The acquisition expands our command center services and software portfolio and enables us to offer a full suite of solutions to a broader customer base.
On February 19, 2016, we completed the acquisition of Guardian Digital Communications Limited ("GDCL"), a holding company of Airwave Solutions Limited ("Airwave"), the largest private operator of a public safety network in the world. All of the outstanding equity of GDCL was acquired for the sum of £1, after which we invested into GDCL £698 million, net of cash acquired, or approximately $1.0 billion, to settle all third party debt.
Our Business
Motorola Solutions is a leading global provider ofleader in mission-critical communications.communications and analytics. Our technology platformstechnologies in communications, software, video,Land Mobile Radio Communications ("LMR" or "LMR Communications"), Video Security and Access Control and Command Center Software, bolstered by managed and support services, make citiescommunities safer and help communitiesbusinesses stay productive and businesses thrive. At Motorola Solutions, we are ushering in a new era insecure. We serve more than 100,000 public safety and security. We serve ourcommercial customers within over 100 countries, providing “purpose-built” solutions designed for their unique needs, and we have a rich heritage of innovation focusing on advancing global footprint of sales insafety for more than 100 countries90 years.
We manage our business organizationally through two segments: “Products and 16,000 employees worldwide based onSystems Integration” and “Software and Services.” Within these segments, the Company has principal product lines that also follow our industry leading innovationthree major technologies: LMR Communications, Video Security and a deep portfolioAccess Control and Command Center Software. In January 2022 we renamed one of our three major products and services technologies from LMR Mission Critical Communications to LMR Communications in an effort to more succinctly brand our LMR technology. This change was to the name of the technology only and no financial information was reclassified from previous periods.
The Company has invested across these three technologies, evolving the Company’s LMR focus to purposefully integrate software, video security and access control solutions for public safety and enterprise customers globally.
Our strategy is to generate value through the integration of each technology into our ecosystem, uniting voice, software, video security, access control and analytics to interoperate. While each technology individually strives to make users safer and more productive, we believe we can enable better outcomes for individuals, businesses and agencies when we unite these technologies as one connected system. With our technology ecosystem, our goal is to help remove silos between systems, unify data, streamline workflows, simplify management and support evolving technologies. Across all three technologies, we offer cloud-based solutions, cybersecurity services and managed and support services.
We conductAn example of our business globallyintegrated technology ecosystem in action is when our municipal governmental agency customers leverage communications, video security, analytics and manage itcloud-based software to understand what is happening across their cities, which we believe helps to improve community collaboration and overall safety. Video Security and Access Control solutions help users identify and understand events, find lost people and protect property. Command Center Software informs and assists emergency response by two segments:unifying data across the 911 workflow, including call handling, dispatch, video analytics, field reporting, records, evidence and community input. Voice and data communications connect law enforcement, fire and emergency medical services from different agencies and jurisdictions in an effort to improve coordination and collaboration. The end-to-end integration of these technologies assists agencies in detecting, analyzing, communicating and responding to incidents.
Products and Systems Integration: The principal products within each segment, by technology, are described below:
Products and Systems Integration segment offers an extensive portfolioSegment
In 2021, the segment’s net sales were $5.0 billion, representing 62% of our consolidated net sales.
LMR Communications
Our LMR Communications technology includes infrastructure and devices accessories, video solutions,for LMR, public safety Long Term Evolution (“LTE”) and enterprise-grade private LTE. We are a global leader in the implementation, optimization, and integration of such systems, devices, and applications,two-way radio category, including the Company’s: (i) “ASTRO” products, which meet the Association of Public Safety Communications Officials Project 25 standard, (ii) “Dimetra” products which meet the European Telecommunications Standards Institute(“P25”), Terrestrial Trunked Radio “TETRA” standard, (iii) Professional(“TETRA”) and CommercialDigital Mobile Radio (“PCR”DMR”), as well as other PCR solutions. We also deliver LTE solutions for public safety, government and commercial users, including infrastructure and devices operating in 700 MHz, 900 MHz and Citizens’ Broadband Radio Service (“CBRS”) products, (iv)frequencies. Primary sources of revenue for this technology come from selling devices and building telecommunications networks, including infrastructure, installation and integration with our customers’ technology environments.
Our technology enables voice and multimedia collaborations across different two-way radio, WiFi or public LTE and private broadband technology products,networks. We believe that first responders continue to trust LMR communications because they are purpose-built and designed for reliability, availability, security and resiliency to withstand the most challenging conditions. By adding broadband data capabilities to our two-way radios, we strive to provide our customers with greater functionality and multimedia access to the information and data they need in their workflows. Examples include application services such as Long-Term Evolution (“LTE”),GPS location to better protect lone workers, job dispatch to share information and (v) video solutions, such as video cameras. over-the-air programming to optimize device uptime.
The primary customers ofLMR technology within the Products and Systems Integration segment represented 84% of the net sales of the total segment in 2021.

29


Video Security and Access Control
Our Video Security and Access Control technology includes video management infrastructure, AI-powered security cameras including fixed and mobile (body-worn and in-vehicle) and access control solutions. We deploy video security and access control solutions to thousands of government and commercial customers around the world including school campuses, transportation systems, healthcare centers, public venues, utilities, prisons, factories, casinos, airports, financial institutions, government facilities, state and local law enforcement agencies and retailers. Organizations such as these utilize video security and access control to enable continuous monitoring that can improve situational awareness, verify critical events or incidents in real-time and provide data to investigate an event or incident after it happens.
Our view is that government and public safety customers in particular are increasingly turning to video security technologies, including fixed street cameras, in-vehicle cameras and body-worn cameras, to increase visibility, accountability and safety for citizens, communities and first responders alike. Additionally, our view is that government, public safety agencies and first-responder agencies, municipalities,businesses are increasingly turning to scalable, cloud-based multi-factor authentication access control to make their facilities more secure.
Since 2018, we have developed our video security and access control business through investments in research and development and through acquisitions, directly contributing to our growth strategy to serve as a leader in end-to-end video security solutions. These activities have supported the expansion of our portfolio, which started with fixed video, access control and AI-enabled analytics solutions and has evolved to include mobile video (body-worn and in-vehicle cameras) for both public safety and commercial markets, a broader range of fixed video security technologies, business analytics and industrial customers who operate private communications networks cloud-based access control solutions.
Softwareand video solutions typically managing a mobile workforce. Services Segment
In 2018,2021, the segment’s net sales were $5.1$3.1 billion, representing 69%38% of our consolidated net sales.
ServicesLMR Communications
LMR Communications services include support and Software: The Services and Software segment providesmanaged services, which offer a broad range of solution offerings for government, public safety and commercial communication networks. Services includes a continuum of service offerings


beginning withsupport for our customers. Support services include repair and replacement, technical support and maintenance. Morepreventative maintenance, and more advanced offerings includesuch as system monitoring, software updates and cybersecurity services. Managed services range from partial to full operationoperational support of customercustomer-owned or Motorola Solutions-owned networks. Software includes a publicOur customers’ systems often have multi-year or multi-decade lifespans that help drive demand for software upgrades, device and infrastructure refresh opportunities, as well as additional services to monitor, manage, maintain and secure these complex networks and solutions. We strive to deliver services to our customers that help improve performance across their systems, devices and applications for greater safety and enterpriseproductivity.
Given the mission-critical nature of our customers’ operational environments, we aim to design the LMR networks they rely on for availability, security and resiliency, as well as to keep pace with technological advancements. We have a comprehensive approach to system upgrades that addresses hardware, software and implementation services. As new system releases become available, we work with our customers to upgrade software, hardware, or both, with respect to site controllers, comparators, routers, LAN switches, servers, dispatch consoles, logging equipment, network management terminals, network security devices such as firewalls and intrusion detection sensors, and more, on-site or remotely.
The LMR technology within the Software and Services segment represented 70% of the net sales of the total segment in 2021.
Video Security and Access Control
Video Security and Access Control software includes video management software, decision and digital evidence management software and advanced vehicle location data analysis software, including license plate recognition. Our software is designed to complement video hardware systems, serving as an ecosystem that provides end-to-end video security to strive to keep people, property and assets safe.
Our video network management software is embedded with artificial intelligence (“AI”)-enabled analytics to deliver operational insights to our customers by bringing attention to important events within their video footage. Given the volume of video footage, we believe this is critical to monitor and manage to deliver meaningful, action-oriented insights.
For example, AI-enabled analytics can detect unusual behavior such as a person at a facility out of hours, locate a missing child at a theme park with Appearance Search, flag a denylisted vehicle at a school through license plate recognition, or send an alert through access control if doors are propped open at a hospital.
Video Security and Access Control services include our video-as-a-service offering for law enforcement, simplifying procurement by bundling hardware and software into a single subscription. Body-worn cameras and in-car video systems can be paired with either on-premises or cloud-based digital evidence management software and complementary command center software products. Additionally, Avigilon fixed video systems connected to Avigilon Cloud Services (“ACS”) provide our customers with the ability to securely access video across their sites from a remote central monitoring location and more easily integrate with their other systems.
The Video Security and Access Control technology within the Software and Services segment represented 13% of the net sales of the total segment in 2021.

30


Command Center Software
Our Command Center Software suite, unified communicationsCommandCentral, consists of native cloud and on-premises solutions that support the complex process of the public safety workflow from "911 call to case closure." The moment a citizen dials 911, an array of roles are involved in coordinating response and post-incident management, such as dispatchers who route calls to police, fire and emergency medical services, first responders in the field, intelligence analysts who manage real-time operations, records specialists who preserve the integrity of information and evidence, crime analysts who identify patterns and accelerate investigations, and corrections officers who oversee jail and inmate management.
CommandCentral software supports these roles through the three phases of incident response: incident awareness, incident management and post-incident resolution. Incident awareness software includes community engagement applications for tip submissions, crime mapping and evidence submission, and 911 call-handling software (including multimedia) and next-generation core services for 911 call routing. Incident management software includes computer aided dispatch (“CAD”) for dispatch and coordinating first response, situational awareness software that shows a single, real-time view of video feeds and other alerts on a map, and field response and reporting to help frontline personnel collaborate, manage incident activity and file reports from the field. Post-incident resolution software includes centralized records and evidence management for record-keeping and judicial sharing, analytics including license plate recognition, and jail and inmate management to streamline the process and enable secure inter-agency information sharing.
As the public safety market continues to evolve toward software offerings that more efficiently run their operations, reduce response times and increase officer availability, we have focused on providing cloud-based software-as-a service (“SaaS”) with ancillary implementation and managed services in addition to on-premises solutions. Our CommandCentral suite, hosted in Microsoft Azure Government, includes call handling, CAD, field reporting, records, evidence, investigations and jail in an integrated cloud-based offering. We believe that cloud deployment delivers agencies key benefits, including faster deployment, increased security, rapid scaling in the event of an emergency and a secure investment that keeps pace as technology advances. In addition to this native cloud suite, we offer a hybrid solution that delivers a migration path from on-premises software solutions delivered both on premiseto cloud-connected capabilities.
Another area of public safety evolution is increasing adoption of Next Generation 911 Core Services (“NGCS”), a group of products and “asservices needed to create infrastructure connectivity in order to process a service.” In 2018,911 call using Next Generation (“NG”) technology. The NG infrastructure is an Emergency Service IP Network ("ESInet"), which can carry voice, data and multimedia. ESInet enables 911 call takers at public safety answering points to respond to text, video and data. Our NGCS can be offered as a managed service and includes call routing, ESInet, location services, Geographic Information Services, cybersecurity and our continuous network and security operations center dedicated to public safety. We believe that our solution is differentiated through its integration with our CommandCentral software suite to simplify the segment’sagency’s workflow and ensure better incident management and real-time intelligence.
Additional Command Center Software includes interoperability software that ensures communication is not limited by coverage area, network technology or device type. Our solutions, including Kodiak, WAVE PTX and CriticalConnect, enable interoperability among devices across multiple networks. For example, a two-way radio network can connect with an LTE network making it possible for individuals to communicate securely and more easily across technologies.
The Command Center Software technology within the Software and Services segment represented 17% of the net sales were $2.2 billion, representing 31% of our consolidated net sales.the total segment in 2021.
20182021 Financial Results
Net sales were $7.3$8.2 billion in 20182021 compared to $6.4$7.4 billion in 2017 and grew in the Americas and EMEA.2020.
Operating earnings were $1.3$1.7 billion in both 2018 and 2017.2021 compared to $1.4 billion in 2020.
EarningsNet earnings attributable to Motorola Solutions, Inc. were $966 million,$1.2 billion, or $5.62$7.17 per diluted common share in 2018,2021, compared to lossesearnings of $155$949 million, or $(0.95)$5.45 per diluted common share in 2017.2020.
Our operating cash flow decreased $271 million to $1.1was $1.8 billion in 2018. The decrease is driven by the $500 million contribution2021 compared to our U.S. pension plan, partially offset by higher earnings.$1.6 billion in 2020.
We returned $469 millionover $1.0 billion of capital to shareholders, in the form of $132$528 million in share repurchases and $337$482 million in dividends in 2018 and invested $1.2 billion in acquisitions.2021.
We increased our quarterly dividend by 10%11% to $0.57$0.79 per share in November 2018.2021.
Ended 2018We ended 2021 with a backlog position of $10.6$13.6 billion, up $988 million$2.2 billion compared to 2017.2020.
31


Segment Financial Highlights
In the Products and Systems Integration segment, net sales were $5.1$5.0 billion in 2018,2021, an increase of $587$399 million, or 13%9%, compared to $4.5$4.6 billion in 2017.2020. On a geographic basis, net sales increased in both the AmericasNorth America region and EMEA,the International regions. Operating earnings were $760 million in 2021, compared to $656 million in 2020. Operating margins increased in 2021 to 15.1% from 14.2% in 2020 primarily due to increased sales volume, partially offset by AP. Operating earnings were $854 million in 2018, compared to $969 million in 2017. Operating margin decreased in 2018 to 16.7% from 21.5% in 2017higher operating expenses driven by costs related toa $50 million gain on the closuresale of certain supply chain operationsproperty, plant and equipment in Europe, an increase to an existing environmental reserve related to a legacy business,2020 that did not recur in 2021, higher employee incentive costs and higher expenses related to acquisitions.associated with acquired businesses. The overall increase in operating expenses was partially offset by $43 million lower reorganization of business charges and $16 million lower Hytera-related legal expenses.
In the ServicesSoftware and SoftwareServices segment, net sales were $2.2$3.1 billion in 2018,2021, an increase of $376$358 million, or 20%13%, compared to $1.9$2.8 billion in 2017.2020. On a geographic basis, net sales increased in every region. The increase in net sales was driven by growth excluding acquisitions in both Servicesthe North America and Software and also including the acquisitions of Plant, Kodiak Networks, and Interexport.International regions. Operating earnings were $401$907 million in 2018,2021, compared to $315$727 million in 2017.2020. Operating margin increased in 20182021 to 17.9%28.9% from 16.9%26.2% in 2017 on2020 due to higher sales and gross margin.margin contribution, partially offset by higher operating expenses driven by expenses associated with acquired businesses, higher employee incentive costs and higher intangible assets amortization expense. The overall increase in operating expenses was partially offset by $11 million lower reorganization of business expenses and $7 million lower share-based compensation expenses.
COVID-19
Looking Forward
Entering 2019, we believe weIn response to the COVID-19 pandemic, there have been a broad number of governmental and commercial actions taken to limit the spread of the virus, including social distancing measures, stay-at-home orders, travel restrictions, business shutdowns and slowdowns. The COVID-19 pandemic continues to be dynamic, and near-term challenges across the economy remain. Although vaccines are well-positioned for continued leadership in mission-critical communications. Our technology platforms in communications, video, services,now being distributed and software help make cities saferadministered across many parts of the world, new variants of the virus have emerged and enable communities and businesses to thrive. At Motorola Solutions, we are ushering in a new era in public safety and security. We are a leading provider of solutions that enable first responders, federal and local governments, as well as commercial customers, to communicate in everyday and extreme situations.
Our land mobile radio ("LMR") solutions are uniquely designed, built, and delivered for our customers’ specific needs, and wemay continue to expect LMRemerge that have continued to becreate uncertainty regarding the preferred solution for our customersimpact of COVID-19. In particular, the recent acceleration of the "omicron variant" of the virus and the highly contagious “delta variant” of the virus have caused recent surges of COVID-19 cases in the years ahead.
Our services and software business supplements our LMR business. As communication networks have become increasingly complex, software-centric, and data-driven, we have expanded our services offering to maintain, monitor, secure and manage our customers' networks. We expect continued growth for our value-added services going forward. Additionally, we have command center software solutions for the public safety workflow to serve the 6,000+ emergency call centers in North America. We have invested organically and via the acquisitions of Plant, Kodiak Networks and Spillman in 2018, 2017 and 2016, respectively, to add new capabilities to our command center software offering. These investments help improve efficiency for first responders by enabling them to make use of rich data content such as pictures, video, and text messages. From shorter response times to new applications such as proactive incident management, we are providing new capabilities with command center software solutions increasingly delivered as a service. Next Generation 9-1-1 is an important and growing movement that the U.S. and other countries around the world. We continue to adhere to applicable governmental and commercial restrictions and to work to mitigate the impact of COVID-19 on our employees, customers, communities, liquidity and financial position.
We continue to abide by a number of measures in an effort to protect the health and well-being of our employees and customers, including encouraging office workers to work remotely, reducing employee travel, withdrawing from certain industry events, increasing the frequency of cleaning services, encouraging face coverings, and using thermal scanning. We have allowed essential business travel; however, we continue to carefully assess conditions on a geographical basis to determine when employees can safely return to our offices. We also facilitated the process for our employees in certain locations to receive the COVID-19 vaccine, as vaccines are expecteddistributed and administered throughout the U.S. and the global community.
As conditions continue to fluctuate around the world, with both vaccine administration and the rates of new variants of COVID-19 (particularly the omicron and delta variants) rising in certain regions, governments and organizations have responded by adjusting their restrictions and guidelines accordingly. The health and safety of our employees remains our top priority, and we continue to monitor the daily evolution of the pandemic, including the spread of the omicron and delta variants. As of the date of this filing, we are following the U.S. Centers for Disease Control and Prevention guidance and state and local restrictions with respect to our U.S. employees, as well as guidance from corresponding international authorities with respect to our non-U.S. employees.
Additionally, in September 2021, the President of the United States signed a series of executive orders, and related guidance was issued that, together, required certain employers to implement COVID-19 precautions, including mandatory COVID-19 vaccines for employees (subject to medical and religious exemptions). As a federal contractor, we were required to implement a mandatory vaccine policy. In January 2022, in response to various legal challenges to these orders, we suspended our requirement that our U.S. employees (subject to the exemptions described above) be vaccinated by February 9, 2022. We continue to evaluate our internal policy and the potential impact of the executive orders and legal responses to such executive orders on our business.
As we progressed through 2021, our supply chain has been increasingly impacted by global issues related to the effects of the COVID-19 pandemic, particularly with respect to materials in the semiconductor market, including part shortages, increased freight costs, diminished transportation capacity and labor constraints. This has resulted in disruptions in our supply chain, as well as difficulties and delays in procuring certain semiconductor components. During the latter part of the fourth quarter of 2021, costs increased driven by delivery delays and the need to purchase semiconductor components from alternative sources, including brokers. We anticipate increased costs to procure materials within the semiconductor market to continue prioritizing for investment.into the first half of 2022. We expectare closely monitoring our overall revenue mixsupply chain and have maintained an active dialogue, and in some cases developed plans, with key suppliers in an effort to mitigate supply chain risks or otherwise minimize the impact from those risks. We will continue to shift towards servicesactively manage our supply chain in an effort to prevent major delays in selling our products and software over time.services.
Our largest investmentAlthough the COVID-19 pandemic continued to introduce challenges throughout 2021, we are encouraged by customer demand for our products and services. Specifically, in 2018 wasour Software and Services segment, with the acquisitionlargely recurring nature of Avigilonthe business and its videoour strong backlog position, we continue to expect that the impacts on net sales and analytics solutions,operating margin will be limited throughout 2022. Within the Products and Systems Integration segment, while we are encouraged by strong LMR backlog and the resiliency of the Video Security and Access Control technology that experienced growth in 2021, supply constraints continue to impact our LMR business and we expect demand for our products will continue to out-pace our ability to obtain
32


supply throughout 2022. In addition, in March 2021, the President of the United States signed into law the American Rescue Plan Act of 2021 ("ARPA"), which are an increasingly powerful tool for first responders. Video devices, video management, video analytics software,is intended to provide economic stimulus, specifically additional funding to state and access control solutions for both governmentlocal governments, education and commercial customers ishealthcare, as well as other funding relief provisions, in order to address the impact of the COVID-19 pandemic. We experienced the positive impact of the ARPA funding on our business and results of operations during 2021 and anticipate that the ARPA will continue to have a largepositive impact throughout 2022.
We believe our existing balances of cash and expanding market. There are video cameras deployed across airports, rail, streets, and public and private buildings that use advanced tools including artificial intelligence and machine learningcash equivalents, along with other short-term liquidity arrangements, will continue to capture, analyze, and usebe sufficient to satisfy our liquidity requirements associated with our existing operations. We were in compliance with all of this content in a meaningful way. Our offerings, including high-definition cameras, advanced video analytics, and video management solutions provide a scalable architecture that allow for easier and faster deployments than other point solutions that areapplicable covenants in the marketplace today.
We remain committed to driving shareholder value with revenue growth, operating leverage, cash flow generation, and efficient capital deployment. Our framework for efficient capital deployment of cash flow from operations consists of approximately: (i) 50% for acquisitions or share repurchases, (ii) 30% for dividends, and (iii) 20% for investments in the business


through capital expenditures. We expect to continue a balanced approach in allocating capital through this framework. Our share repurchase program has approximately $1.6 billion of authority available2021 unsecured revolving credit facility as of December 31, 2018.2021. Additionally, we have no bond maturities until 2024. We continue to assess our operating expenses and identify cost-reducing initiatives, including lower travel costs, contractor spend and reducing our real estate footprint.


Lastly, we evaluated whether there were any impairment indicators as of December 31, 2021, which included a review of our receivables and contract assets, inventory, right-of-use lease assets, long-lived assets, investments, goodwill and intangible assets. As of the end of the fourth quarter of 2021, we concluded our assets were fairly stated and recoverable.

For further information, please see “Part I. Item 1. Business” and “Part I. Item 1A. Risk Factors” in this Form 10-K. The Company’s current expectations described above are forward-looking statements and our actual results may differ.
Recent Acquisitions
TechnologySegmentAcquisitionDescriptionPurchase PriceDate of Acquisition
Command Center SoftwareSoftware and Services911 DatamasterProvider of Next Generation 911 data solutions that helps to ensure emergency calls are accurately located and routed based on the caller's location.$35 million and share-based compensation of $3 millionDecember 16, 2021
Video Security and Access ControlProducts and Systems Integration
Software and Services
EnvysionProvider of enterprise video security and business analytics.$124 million and share-based compensation of $1 millionOctober 29, 2021
Video Security and Access ControlProducts and Systems Integration
Software and Services
OpenpathProvider of cloud-based mobile access control.$298 million and share-based compensation of $29 millionJuly 15, 2021
Command Center SoftwareSoftware and ServicesCallyoProvider of cloud-based mobile applications for law enforcement in North America, including critical mobile technological capabilities that enable information to flow seamlessly from the field to the command center.$63 million, inclusive of share-based compensation of $3 millionAugust 28, 2020
Video Security and Access Control
Products and Systems Integration
Software and Services
Pelco, Inc.Global provider of video security solutions, adding a broad range of products for a variety of commercial and industrial environments and use cases.$110 millionJuly 31, 2020
Video Security and Access Control
Products and Systems Integration
Software and Services
 IndigoVision Group plcProvider of video security solutions to enhance geographical reach across a wider customer base.$37 millionJune 16, 2020
LMRSoftware and ServicesUnnamed cybersecurity services businessProvider of vulnerability assessments, cybersecurity consulting, and managed services, including security monitoring of network operations.$32 millionApril 30, 2020
LMRSoftware and ServicesUnnamed cybersecurity services businessProvider of vulnerability assessments, cybersecurity consulting, managed services, and remediation and response capabilities.$40 million, inclusive of share-based compensation of $6 millionMarch 3, 2020
33


Video Security and Access ControlSoftware and ServicesUnnamed data solutions business for vehicle location informationProvider of additional data to our existing license plate recognition database.$85 millionOctober 16, 2019
Video Security and Access Control
Products and Systems Integration
Software and Services
WatchGuard, Inc.Provider of in-car and body-worn video solutions.$271 million, inclusive of share-based compensation of $16 millionJuly 11, 2019
LMR
Products and Systems Integration
Software and Services
Avtec, Inc.Provider of dispatch communications for U.S. public safety and commercial customers to communicate, coordinate resources, and secure their facilities.$136 millionMarch 11, 2019
Video Security and Access Control
Products and Systems Integration
Software and Services
VaaS International HoldingsGlobal provider of data and image analytics for vehicle location.$445 million, inclusive of share-based compensation of $38 millionJanuary 7, 2019
Climate Change
We expect that our operations and supply chain will become increasingly subject to federal, state, local and foreign laws, regulations and international treaties and industry standards relating to climate change. For example, in October 2021 the U.K.’s Cabinet Office began requiring companies bidding on contracts with the U.K. government that have a value of over £5m per year to have carbon reduction plans that contain a commitment to achieving net zero emissions by 2050 for U.K. operations. This requirement applies to our operations in the U.K. Although Motorola Solutions UK Ltd. and Airwave Solutions Ltd., our U.K. subsidiaries, each committed to achieving net zero emissions by 2050 for such entities' U.K. operations, this requirement and any similar future requirements and other increased regulation of climate change concerns could subject us to additional costs and restrictions, impact our competitive position or require us to make certain changes to our manufacturing practices and/or product designs.
Looking Forward
We expect continued growth within our global LMR installed base as a number of events such as natural disasters and large-scale incidents continue to reinforce the importance of having secure, reliable LMR for public safety. We believe our augmentation of LMR with broadband solutions will also drive growth, as we expect our customers will look to integrate valuable data capabilities. We expect to provide additional services to existing LMR customers as communication networks become more complex, software-centric and data-driven.
As public safety needs continue to evolve, we anticipate growth opportunities within the command center as our Command Center Software suite covers the mission-critical workflow, from 911 intake to case closure and management. We expect increased growth in our integrated software next generation core services and our cloud-based solutions, such as the PremierOne Cloud suite, as well as hybrid cloud solutions that provide a migration path from on-premises software solutions to cloud-connected capabilities.
Within Video Security and Access Control, we expect growth across our portfolio of fixed and mobile security solutions embedded with advanced analytics and access control solutions. We believe drivers include expansion of traditional video sales beyond commercial customers to government and public safety customers. Additionally, we expect customers to continue to embrace analytics that convert video into data and the scalability of the cloud to run their operations, and we also expect continued expansion of offerings such as video-as-a-service and Avigilon Cloud Services.
Finally, we anticipate new opportunities from the investments we are making to integrate our LMR, Video Security and Access Control and Command Center Software technologies into one unified ecosystem. We have made go-to-market and research and development investments in both Video Security and Access Control and our Command Center Software technologies with growth in mind. We have made a number of acquisitions and we see opportunities to continue to rationalize costs within both segments of our business, further driving operating leverage in our businesses. We believe our integrated ecosystem for public and enterprise safety can enable strong collaboration by removing system silos, simplifying management and automating workflows.
We expect our growth within LMR may be limited by supply in 2022. Refer to “COVID-19” set forth in this “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K for a further discussion of our outlook with respect to the continuing impact of COVID-19 on our financial condition, results of operations and cash flows.

34


Results of Operations 
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)2021% of
Sales **
2020% of
Sales **
2019% of
Sales **
Net sales from products$4,463
   $3,772
   $3,649
  Net sales from products$4,606 $4,087 $4,746 
Net sales from services2,880
   2,608
   2,389
  Net sales from services3,565 3,327 3,141 
Net sales7,343
   6,380
   6,038
  Net sales8,171 7,414 7,887 
Costs of product sales2,035
 45.6 % 1,686
 44.7 % 1,649
 45.2 %Costs of product sales2,104 45.7 %1,872 45.8 %2,049 43.2 %
Costs of services sales1,828
 63.5 % 1,670
 64.0 % 1,520
 63.6 %Costs of services sales2,027 56.9 %1,934 58.1 %1,907 60.7 %
Costs of sales3,863
 52.6 % 3,356
 52.6 % 3,169
 52.5 %Costs of sales4,131 50.6 %3,806 51.3 %3,956 50.2 %
Gross margin3,480
 47.4 % 3,024
 47.4 % 2,869
 47.5 %Gross margin4,040 49.4 %3,608 48.7 %3,931 49.8 %
Selling, general and administrative expenses1,254
 17.1 % 1,025
 16.1 % 1,044
 17.3 %Selling, general and administrative expenses1,353 16.6 %1,293 17.4 %1,403 17.8 %
Research and development expenditures637
 8.7 % 568
 8.9 % 553
 9.2 %Research and development expenditures734 9.0 %686 9.3 %687 8.7 %
Other charges334
 4.5 % 147
 2.3 % 224
 3.7 %Other charges286 3.5 %246 3.3 %260 3.3 %
Operating earnings1,255
 17.1 % 1,284
 20.1 % 1,048
 17.4 %Operating earnings1,667 20.4 %1,383 18.7 %1,581 20.0 %
Other income (expense):           Other income (expense):
Interest expense, net(222) (3.0)% (201) (3.2)% (205) (3.4)%Interest expense, net(208)(2.5)%(220)(3.0)%(220)(2.8)%
Gains (losses) on sales of investments and businesses, net16
 0.2 % 3
  % (6) (0.1)%Gains (losses) on sales of investments and businesses, net1  %(2)— %0.1 %
Other53
 0.7 % (10) (0.2)% 7
 0.1 %Other92 1.1 %13 0.2 %(365)(4.6)%
Total other expense(153) (2.1)% (208) (3.3)% (204) (3.4)%Total other expense(115)(1.4)%(209)(2.8)%(580)(7.4)%
Net earnings before income taxes1,102
 15.0 % 1,076
 16.9 % 844
 14.0 %Net earnings before income taxes1,552 19.0 %1,174 15.8 %1,001 12.7 %
Income tax expense133
 1.8 % 1,227
 19.2 % 282
 4.7 %Income tax expense302 3.7 %221 3.0 %130 1.6 %
Net earnings (loss)969
 13.2 % (151) (2.4)% 562
 9.3 %
Net earningsNet earnings1,250 15.3 %953 12.9 %871 11.0 %
Less: Earnings attributable to noncontrolling interests3
  % 4
 0.1 % 2
  %Less: Earnings attributable to noncontrolling interests5 0.1 %0.1 %— %
Net earnings (loss)*$966
 13.2 % $(155) (2.4)% $560
 9.3 %
Earnings (loss) per diluted common share*:           
Net earnings*Net earnings*$1,245 15.2 %$949 12.8 %$868 11.0 %
Earnings per diluted common share*$5.62
   $(0.95)   $3.24
  Earnings per diluted common share*$7.17  $5.45  $4.95  
*    Amounts attributable to Motorola Solutions, Inc. common shareholders.
**    Percentages may not add due to rounding.

Geographic Market Sales by Locale of End Customer
202120202019
North America68 %68 %67 %
International32 %32 %33 %
 100 %100 %100 %
35


 2018 2017 2016
Americas69% 68% 68%
EMEA22% 21% 21%
AP9% 11% 11%
 100% 100% 100%






Results of Operations—20182021 Compared to 20172020
Net Sales
Years ended December 31 Years ended December 31
(In millions)2018 2017 % Change(In millions)20212020% Change
Net sales from Products and Systems Integration$5,100
 $4,513
 13%Net sales from Products and Systems Integration$5,033 $4,634 %
Net sales from Services and Software2,243
 1,867
 20%
Net sales from Software and ServicesNet sales from Software and Services3,138 2,780 13 %
Net sales$7,343
 $6,380
 15%Net sales$8,171 $7,414 10 %
The Products and Systems Integration segment’s net sales represented 69%62% of our consolidated net sales in 2018,2021, compared to 71%63% in 2017.2020. The ServicesSoftware and SoftwareServices segment’s net sales represented 31%38% of our consolidated net sales in 2018,2021, compared to 29%37% in 2017.2020.
Net sales were up $963increased by $757 million, or 15%10%, compared to 2017.2020. The 9% increase in net sales within the Products and Systems Integration segment was driven by a 9% increase in the North America region and an 8% increase in the International region. The 13% increase in the Software and Services segment was driven by a 14% increase in the North America region and a 11% increase in the International region. The increase in net sales was driven by the Americas and EMEA with a 13%included:
an increase in the Products and Systems Integration segment, inclusive of $89 million of revenue from acquisitions, driven by growth in LMR, inclusive of public safety LMR products and a 20%PCR, and Video Security and Access Control;
growth in the Software and Services segment, inclusive of $31 million of revenue from acquisitions, driven by an increase in the ServicesLMR services, Video Security and Software segment. This growth includes:Access Control and Command Center Software; and
$507 million of incremental revenue from the acquisitions of Avigilon and Plant in 2018 and Kodiak Networks and Interexport which were acquired during 2017;
$83 million from the adoption of Accounting Standards Codification ("ASC") 606 (see Note 1 of our consolidated financial statements); and
$32130 million from favorable currency rates.
Regional results include:included:
an 11% increase in the Americas grew 17% across all products within both the Products and Systems Integration and the Services and Software segments,North America region, inclusive of incremental revenue from acquisitions;acquisitions, driven by growth in LMR, Video Security and Access Control and Command Center Software; and
EMEA grew 18% on broad-based growth within all offerings within our Products and Systems Integration and Services and Software segments,a 9% increase in the International region, inclusive of incremental revenue from acquisitions; and
AP was relatively flat withacquisitions, driven by growth in the ServicesLMR, Video Security and Software segment offset by lower ProductsAccess Control and Systems Integration revenue.Command Center Software.
Products and Systems Integration
The 13% growth9% increase in the Products and Systems Integration segment was driven by the following:
$318211 million, or 5% growth in public safety LMR products and PCR, driven by both the North America and International regions;
$188 million, or 29% growth in Video Security and Access Control, inclusive of incremental revenue from acquisitions, in both the acquisitions of Avigilon in 2018North America and Interexport during 2017;International regions; and
$7860 million from the adoption of ASC 606;favorable currency rates.
Devices revenues were up significantly due to the acquisition of Avigilon along with strong demandSoftware and Services
The 13% increase in the AmericasSoftware and EMEA; and
Systems and Systems Integration revenues increased 10% in 2018, as compared to 2017 driven by incremental revenue from Avigilon, as well as system deployments in EMEA and AP.
Services and Software
The 20% growth in the Services and Software segment was driven by the following:
$189197 million, or 10% growth in LMR services, driven by both the North America and International regions;
$112 million, or 39% growth in Video Security and Access Control software, inclusive of incremental revenue primarily from acquisitions, driven by both the North America and International regions;
$49 million, or 10% growth in Command Center Software, inclusive of revenue from acquisitions, of Plantdriven by both the North America and Avigilon in 2018International regions; and Kodiak Networks and Interexport during 2017;
$570 million from the adoption of ASC 606;
Services were up $174 million, or 9%, driven by growth in both maintenance and managed service revenues, and incremental revenue from the acquisitions of Interexport and Plant; and
Software was up $202 million, or 89%, driven primarily by incremental revenue from the acquisitions of Plant, Avigilon, and Kodiak Networks, and growth in our command center software suite.







favorable currency rates.
Gross Margin
 Years ended December 31
(In millions)20212020% Change
Gross margin$4,040 $3,608 12 %
 Years ended December 31
(In millions)2018 2017 % Change
Gross margin$3,480
 $3,024
 15%

Gross margin was 47.4%49.4% of net sales in both 2018 and 2017.2021 compared to 48.7% of net sales in 2020. The primary drivers of increases, with offsetting decreases, are as follows:$432 million increase was driven by:
36


higher gross margins within the Software and Services and Software segment, inclusive of acquisitions, primarily driven by operational improvements and efficiencies in service delivery costs of our Services portfolio and higher gross margin contribution within our Software portfolio from acquisitions;sales growth and improved mix of service offerings, partially offset by higher employee incentive costs; and
lower marginsconsistent gross margin contribution in the Products and Systems Integration segment primarily driven by lower margin in Systemsas a result of favorable product mix and Systems Integration due to certain large projects where we have taken an integrator role, partially offset by higher Devices volumes; and
$50 million of additionalreduced reorganization of business charges, (see further detailoffset by an increase in “Reorganization of Businesses” section) primarily associated with costs related to the closure of certain supply chain operations in Europe in 2018 as compared to 2017.employee incentive costs.
Selling, General and Administrative ("SG&A") Expenses
Years ended December 31 Years ended December 31
(In millions)2018 2017 % Change(In millions)20212020% Change
Selling, general and administrative expenses$1,254
 $1,025
 22%Selling, general and administrative expenses$1,353 $1,293 %
SG&A expenses increased 22%$60 million, or 5% in 2021 compared to 2017.2020. SG&A expenses were 17.1% of net sales compared to 16.1%16.6% of net sales in 2017.
2021 compared to 17.4% of net sales in 2020. The increase in SG&A expenditures isexpenses was primarily due to increasedhigher employee incentive costs, expenses associated with acquired businesses, $72 million related to the changehigher travel expenses and increased share-based compensation expenses. The overall increase in classification of our third-party sales commissions from the adoption of ASC 606, and higher incentive compensation.SG&A expenses was partially offset by lower Hytera-related legal expenses.
Research and Development ("R&D") Expenditures
Years ended December 31 Years ended December 31
(In millions)2018 2017 % Change(In millions)20212020% Change
Research and development expenditures$637
 $568
 12%Research and development expenditures$734 $686 %
R&D expenditures increased 12%.$48 million, or 7% in 2021 compared to 2020 primarily due to higher employee incentive costs and higher expenses associated with acquired businesses, partially offset by lower share-based compensation expenses. R&D expenditures were 8.7% of net sales compared to 8.9%9.0% of net sales in 2017. The increase2021 and 9.3% of net sales in R&D expenditures is2020.
Other Charges
 Years ended December 31
(In millions)20212020
Other charges$286 $246 
Other charges increased $40 million, or 16% in 2021 compared to 2020 primarily due to increased expenses associated with acquired businesses.the following:
Other Charges$50 million gain on the sale of property, plant and equipment in 2020 that did not recur in 2021;
$236 million of intangible asset amortization expense in 2021 compared to $215 million in 2020;
 Years ended December 31
(In millions)2018 2017
Other charges$334
 $147
$10 million of operating lease asset impairments in 2021 that did not occur in 2020; and
The Other$15 million of charges for acquisition-related transaction fees in 20182021 as compared to 2017 can be summarized as follows:
$188 million of amortization of intangibles in 2018 compared to $151$9 million in 2017, driven2020; partially offset by 2018 acquisitions;
$6124 million of net reorganization of business charges in 2018 as2021 compared to $33$57 million in 2017, with higher charges coming in 2018 as we continue2020 (see "Note 14: Reorganization of Businesses" to integrate acquisitions (see further detail in “Reorganization of Businesses” section);
a $57 million charge in 2018 related to ongoing remediation efforts for an environmental clean-up incurred by a legacy business (see Note 3 of our consolidated financial statements)statements in “Part II. Item 8. Financial Statements and Supplementary Data” of this Form 10-K for further information);
a gain$3 million of $47legal settlements in 2021 compared to $9 million in 2017, related to the recovery of financial receivables owed to us by a former customer of a legacy business;2020; and


$245 million of charges for acquisition-related transaction feesfixed asset impairments in 2018 as compared to $1 million2020 that did not recur in 2017.
2021.
Operating Earnings
Years ended December 31 Years ended December 31
(In millions)2018 2017(In millions)20212020
Operating earnings from Products and Systems Integration$854
 $969
Operating earnings from Products and Systems Integration$760 $656 
Operating earnings from Services and Software401
 315
Operating earnings from Software and ServicesOperating earnings from Software and Services907 727 
Operating earnings$1,255
 $1,284
Operating earnings$1,667 $1,383 
Operating earnings were down $29increased $284 million, or 2%,21% in 2021 compared to 2017.2020. The decreaseincrease in Operating earnings was due to:
Products
37


Software and Systems Integration was down $115Services segment increased $180 million from 20172020 to 2018, driven by: (i) $69 million more reorganization of business expenses, (ii) environmental reserve expenses of $40 million in 2018, (iii) $28 million more intangible amortization driven by acquisitions, and (iv) $12 million of acquisition-related transaction fees; and
partially offset by the Services and Software segment, which was up $86 million from 2017 to 2018,2021 driven by higher sales and gross margin contribution and an improved mix of service offerings, offset by higher operating expenses. The increase in operating expenses was driven by higher expenses associated with acquired businesses, higher employee incentive costs and higher intangible assets amortization expense, partially offset by: (i) environmental reserve expenses of $17by $11 million in 2018, (ii) $9 million morelower reorganization of business expenses (iii) $9and $7 million more intangible amortizationlower share-based compensation expenses; and
Products and Systems Integration increased $104 million from 2018 acquisitions,2020 to 2021 primarily driven by increased sales volume, partially offset by higher operating expenses. The increase in operating expenses was driven by a $50 million gain on the sale of property, plant and (iv) $11equipment in 2020 that did not recur in 2021, higher employee incentive costs and higher expenses associated with acquired businesses, partially offset by: $43 million morelower reorganization of acquisition-related transactions fees.business charges and $16 million lower Hytera-related legal expenses.
Net Interest Expense, net
Years ended December 31 Years ended December 31
(In millions)2018 2017(In millions)20212020
Interest expense, net$(222) $(201)Interest expense, net$(208)$(220)
The increase$12 million decrease in net interest expense in 20182021 compared to 20172020 was a result of increases in outstanding debt:the reversal of an $11 million non-cash interest accrual related to an international tax audit and lower interest rates on debt outstanding.
$500 million of Senior notes due in 2028, that were used to make a voluntary contribution to the U.S. pension plan, issued during the first quarter of 2018;
$400 million term loan due in 2021 ("the Term Loan") that was issued during the first quarter of 2018 and was used to complete the acquisition of Avigilon;
$400 million borrowed under our revolving credit facility at the end of the first quarter of 2018 and repaid throughout the year; and
$200 million of follow-on Senior notes due in 2028, issued in the third quarter of 2018, which were used to repurchase $200 million of Convertible Notes.
Gains (losses) on Sales of Investments and Businesses, net
Years ended December 31 Years ended December 31
(In millions)2018 2017(In millions)20212020
Gains (losses) on sales of investments and businesses, net$16
 $3
Gains (losses) on sales of investments and businesses, net$1 $(2)
The net gains in 2018(losses) on sales of investments and 2017businesses were primarily related to the sales of various equity investments.
Other,
net
Years ended December 31 Years ended December 31
(In millions)2018 2017(In millions)20212020
Other income (expense)$53
 $(10)
Other, netOther, net$92 $13 
The netNet Other income increased $79 million in 2018 as2021 compared to 2017 was2020 primarily comprised of:due to:
$7517 million of foreign currency gains in 2021 compared to $44 million of foreign currency losses in 2020;
$123 million of net periodic pension and postretirement benefitbenefits in 2018 as2021 compared to $46 million in 2017;
$48$81 million of lossesnet periodic pension and postretirement benefits in 2020;
an $18 million loss on settlements withinthe extinguishment of long term debt in 2021 compared to a $56 million loss on the extinguishment of long-term debt in 2020 (see "Note 5: Debt and Credit Facilities" to our U.K. defined benefit plan during 2017 with no activityconsolidated financial statements in 2018;“Part II. Item 8. Financial Statements and Supplementary Data” of this Form 10-K for further information); and
$114 million of favorableinvestment impairments in 2020 that did not occur in 2021; partially offset by
$30 million loss on derivatives in 2021 compared to a $25 million gain on derivatives in 2020; and
an $8 million loss on fair value adjustments to investments;


equity investments in 2021 compared to a $6 million gain from the repurchase of $200 million of our Convertible Noteson fair value adjustments to equity investments in 2018,
foreign currency losses of $24 million in 2018 as compared to $31 million of losses in 2017; and
a $14 million loss on derivative instruments in 2018, as compared to a gain of $15 million in 2017.2020.
Effective Tax Rate
Years ended December 31 Years ended December 31
(In millions)2018 2017(In millions)20212020
Income tax expense$133
 $1,227
Income tax expense$302 $221 
Income tax expense decreasedincreased by $1.1 billion$81 million in 2021 compared to 2017,2020, for an effective tax rate of 12%. Our effective tax rate for 2018 was19.5%, which is lower than the current U.S. federal statutory rate of 21% primarily due to:
a $79$34 million benefit relateddue to updatesa change in the Company's ability to utilize tax attribute carryforwards resulting in the partial release of the provisional amounts on the impactvaluation allowances (see "Note 7: Income Taxes" to our consolidated financial statements in “Part II. Item 8. Financial Statements and Supplementary Data” of the Tax Act;this Form 10-K for further information); and
a $30
38


$32 million benefitof benefits due to the recognition of excess tax benefits on share-based compensation.
Our effective tax rate in 20172020 was 114%18.8%, which is lower than the current U.S. federal statutory rate of 21% primarily due to:
$48 million of benefits due to the implementationrecognition of Tax Act. As a result of the Tax Act we recorded $874excess tax benefits on share-based compensation; and
$28 million of non-recurring charges, primarily related to:benefits due to the recognition of increased prior and current R&D tax credits.
a $471 million valuation allowance against U.S. foreign tax credit carryforwards; and
income tax expense of $366 million from the remeasurement of our deferred tax balances at the lower federal tax rate of 21%.
Excluding the income tax effects from the Tax Act, our effective tax rate was lower than the 2017 U.S. statutory tax rate of 35% (see Note 6 of our consolidated financial statements).
Results of Operations—20172020 Compared to 20162019
Net Sales
Years ended December 31 Years ended December 31
(In millions)2017 2016 % Change(In millions)20202019% Change
Net sales from Products and Systems Integration$4,513
 $4,394
 3%Net sales from Products and Systems Integration$4,634 $5,329 (13)%
Net sales from Services and Software1,867
 1,644
 14%
Net sales from Software and ServicesNet sales from Software and Services2,780 2,558 %
Net sales$6,380
 $6,038
 6%Net sales$7,414 $7,887 (6)%
The Products and Systems Integration segment’s net sales represented 71%63% of our consolidated net sales in 2017,2020, compared to 73%68% in 2016.2019. The ServicesSoftware and SoftwareServices segment’s net sales represented 29%37% of our consolidated net sales in 2017,2020, compared to 27%32% in 2016.2019.
Net sales were up $342decreased by $473 million, or 6%, in 2020 compared to 2016.2019. The increase13% decline in net sales is reflective of growthwithin the Products and Systems Integration segment was driven by an 11% decline in everythe North America region withand an 18% decline in the International region. The 9% increase in the Software and Services segment was driven by a 3%12% increase in the North America region and a 4% increase in the International region. The decrease in net sales included:
a decline in the Products and Systems Integration segment, inclusive of $119 million of revenue from acquisitions, driven by a decline in public safety LMR and a 14%PCR, partially offset by growth in Video Security;
growth in the Software and Services segment, inclusive of $84 million of revenue from acquisitions, driven by an increase in Video Security and Access Control, Command Center Software, and LMR services due to strong demand in the ServicesNorth America region; and Software segment. The growth includes:
$186 million of incremental revenue from the acquisitions of Interexport and Kodiak Networks in 2017 and Spillman and Airwave which were acquired during 2016; and
$812 million from favorableunfavorable currency rates.
Regional results include:
the Americas grew 7% due to increasesa 5% decline in the Services and Software segment,North America region, inclusive of incremental revenue from acquisitions, as well asdriven by declines in Systemspublic safety LMR and System Integration, offset by a slight decrease in Device revenues;
EMEA grew 5% across all portfolios within our Products and Systems Integration segment, as well as within our Services and Software segment, inclusive of incremental revenues from Airwave; and
AP grew 1% due to increases in both Devices and Systems and Systems Integration within our Products and Systems Integration segment,PCR, partially offset by growth in Video Security and Access Control, LMR services, and Command Center Software; and
a slight decrease9% decline in our Servicesthe International region, inclusive of revenue from acquisitions, driven by declines in public safety LMR and PCR, partially offset by growth in Video Security and Access Control, Command Center Software, segment.and LMR public safety services.
Products and Systems Integration
The 3% growth13% decrease in the Products and Systems Integration segment was driven by the following:
Systems$838 million, or 17% decline in public safety LMR and Systems Integration revenues increased 5%PCR, inclusive of revenue from acquisitions, in 2017 as compared to 2016both the International and North America regions, primarily driven by system deploymentsa delay in customer engagement due to the COVID-19 pandemic; partially offset by
$143 million, or 29% growth in Video Security and Access Control, inclusive of revenue from acquisitions, in both the International and North America regions; and
$3 million from favorable currency rates.
Software and Services
The 9% increase in the AmericasSoftware and $19 million of incremental revenue from the acquisition of Interexport in 2017; and


an increase in Devices in every region.
Services and Software
The 14% growth in the Services and Software segment was driven by the following:
$167117 million, or 6% growth in LMR services, inclusive of incremental revenue from acquisitions, driven by the acquisitions of Interexport and Kodiak Networks in 2017 and Spillman and Airwave in 2016;North America region;
Services were up $128$75 million, or 8%,36% growth in Video Security and Access Control, inclusive of revenue from acquisitions, driven by incrementalboth the North America and International regions; and
$30 million, or 7% growth in Command Center Software, inclusive of revenue from acquisitions, driven by both the acquisitions of InterexportNorth America and Airwave as well as growth in maintenance services and managed service revenues; andInternational regions; partially offset by
Software was up $95$15 million or 72%, driven primarily by incremental revenue from the acquisitions of Spillman and Kodiak Networks, in addition to higher command center software sales not attributed to acquisitions.unfavorable currency rates.
39


Gross Margin
Years ended December 31 Years ended December 31
(In millions)2017 2016 % Change(In millions)20202019% Change
Gross margin$3,024
 $2,869
 5%Gross margin$3,608 $3,931 (8)%
Gross margin was 47.4% of net sales compared to 47.5%48.7% of net sales in 2016.2020 and 49.8% of net sales in 2019. The primary drivers of the$323 million decrease are:was driven by:
lower margins within the Services and Software segment driven by the acquisition of Interexport which is a managed services provider with lower gross margins than the segment total; partially offset by higher gross margin associated with the Spillman acquisition; and
lower margins withincontribution in the Products and Systems Integration segment as a result of the decline in public safety LMR and PCR sales, as well as lower margins on projects driven by a slight declinedelay in our Devices margins due to product mix,engagements from COVID-19, partially offset by lower incentive costs; partially offset by
higher gross margins within our Systemsthe Software and Systems Integration portfolio due to a favorableServices segment, inclusive of acquisitions, primarily driven by higher gross margin contribution from sales growth, driven by improved mix of projects.
service offerings and lower travel and incentive costs.
Selling, General and Administrative Expenses
Years ended December 31 Years ended December 31
(In millions)2017 2016 % Change(In millions)20202019% Change
Selling, general and administrative expenses$1,025
 $1,044
 (2)%Selling, general and administrative expenses$1,293 $1,403 (8)%
SG&A expenses decreased 2%$110 million, or 8% in 2020 compared to 2016.2019. SG&A expenses were 16.1% of net sales compared to 17.3%17.4% of net sales in 2016.
2020 compared to 17.8% of net sales in 2019. The decrease in SG&A expenses iswas primarily due to cost savings initiatives,reduced employee incentive costs, travel expenses, and indirect expenses. The overall reduction in SG&A expenses was partially offset by higher expenses associated with acquired businesses.
Research and Development Expenditures
Years ended December 31 Years ended December 31
(In millions)2017 2016 % Change(In millions)20202019% Change
Research and development expenditures$568
 $553
 3%Research and development expenditures$686 $687 — %
R&D expenditures increased 3%remained consistent in 2020 compared to 2016.2019. R&D expenditures were 8.9% of net sales compared to 9.2%9.3% of net sales in 2016. The increase2020 and 8.7% of net sales in R&D expenditures is2019.
Other Charges
 Years ended December 31
(In millions)20202019
Other charges$246 $260 
Other charges decreased by $14 million in 2020 compared to 2019 primarily due to higher expenses associated with acquired businesses.the following:
Other Charges$50 million gain on sale of a manufacturing facility in Europe in 2020; partially offset by
 Years ended December 31
(In millions)2017 2016
Other charges$147
 $224
The decrease in Other charges in 2017 as compared to 2016 can be summarized as follows:
$3357 million of net reorganization of business charges in 20172020 as compared to $97 million including a $17 million building impairment and a $3 million impairment of our corporate aircraft in 2016;
a gain of $47$40 million in 2017 related2019 (see "Note 14: Reorganization of Businesses" to the recoveryour consolidated financial statements in “Part II. Item 8. Financial Statements and Supplementary Data” of financial receivables owed to us by a former customer of a legacy business;this Form 10-K for further information);


$1 million of acquisition related transaction fees in 2017 as compared to $13 million in 2016; and
partially offset by $151215 million of amortization of intangibles in 20172020 compared to $113$208 million in 2016, driven primarily by 2017 acquisitions.2019;
$9 million of legal settlements in 2020 compared to $3 million in 2019;
$9 million of charges for acquisition-related transaction fees in 2020 as compared to $3 million in 2019; and
$5 million of fixed asset impairments.
40


Operating Earnings
Years ended December 31 Years ended December 31
(In millions)2017 2016(In millions)20202019
Operating earnings from Products and Systems Integration$969
 $762
Operating earnings from Products and Systems Integration$656 $994 
Operating earnings from Services and Software315
 286
Operating earnings from Software and ServicesOperating earnings from Software and Services727 587 
Operating earnings$1,284
 $1,048
Operating earnings$1,383 $1,581 
Operating earnings were up $236decreased $198 million, or 23%,13% in 2020 compared to 2016.2019. The increasedecrease in Operating earnings was due to the following:to:
Products and Systems Integration was up $207decreased by $338 million from 20162020 to 2017, primarily2019 driven by lower sales and gross margin contribution, partially offset by lower operating expenses driven by lower employee incentive costs, indirect expenses, and travel expenses. The overall reduction in operating expenses was offset by: (i) $73$23 million lesshigher reorganization of business expenses, (ii) $33$11 million of income related to the recovery of financial receivables owed to ushigher share-based compensation expenses and higher operating expenses from acquisitions.
Software and Services segment increased by a former customer of a legacy business, (iii) higher earnings, and (iv) lower SG&A and R&D expenses; and
Services and Software was up $29$140 million from 20162020 to 2017, primarily2019 driven by higher sales and gross margin contribution, along with reduced operating expenses due to operating leverage, inclusive of lower employee incentive costs and travel expenses. The overall reduction in operating expenses was partially offset by: (i)$6 million higher earnings, (ii) $23 million less reorganization of business expenses, (iii) $14$5 million of income related to the recovery of financial receivables owed to us by a former customer of a legacy business, and (iv) $12 million less acquisition-related transaction fees, partially offset by $37 million morehigher intangible amortization driven by acquisitions and higher operating expenses from acquisitions.
Net Interest Expense, net
 Years ended December 31
(In millions)20202019
Interest expense, net$(220)$(220)
 Years ended December 31
(In millions)2017 2016
Interest expense, net$(201) $(205)
The decreaseInterest expense, net in net interest expense in 20172020 compared to 2016 was2019 remained relatively consistent due to a resultone-time receipt of interest income related to a tax refund and lower averageinterest rates on debt outstanding, debt balances in 2017 as comparedoffset by lower interest income earned on cash due to 2016, as a result of the repayment of our $675 million term loan in December 2016.lower interest rates.
Gains (losses) on Sales of Investments and Businesses, net
Years ended December 31 Years ended December 31
(In millions)2017 2016(In millions)20202019
Gains (losses) on sales of investments and businesses, net$3
 $(6)
Gains on sales of investments and businesses, netGains on sales of investments and businesses, net$(2)$
The net gains (losses) in 20172020 and 2019 were primarily related to the sales of various equity investments. The
Other, net losses
 Years ended December 31
(In millions)20202019
Other, net$13 $(365)
Net Other income (Loss) increased $378 million in 2016 consisted2020 compared to 2019 primarily of:due to:
a $19$359 million U.S pension settlement loss in 2019 (see "Note 8: Retirement Benefits" to our consolidated financial statements in “Part II. Item 8. Financial Statements and Supplementary Data” of this Form 10-K for further information);
$25 million gain on derivatives in 2020 compared to an $8 million loss on the salederivatives in 2019;
$4 million of an investment impairments in U.K. treasury securities liquidated2020 compared to $18 million in order to purchase Airwave;
a $7 million loss from the sale of our Malaysia manufacturing operations; and
2019; partially offset by
$2044 million of gains on the salesforeign currency losses in 2020 compared to $22 million in 2019; and
$56 million of equity investments.


Other
 Years ended December 31
(In millions)2017 2016
Other income (expense)$(10) $7
The increasenet losses from repurchases of long term debt in net Other income (expense) in 20172020 as compared to 2016 was primarily comprised of:
$48 milliona loss of losses on settlements within our U.K. defined benefit plan in 2017 compared to $26 million in 2016;
foreign currency losses of $31$46 million in 2017 compared2019 (see "Note 5: Debt and Credit Facilities" to $46 millionour consolidated financial statements in “Part II. Item 8. Financial Statements and Supplementary Data” of gains in 2016;
this Form 10-K for further information).
a $46 million net periodic pension and postretirement benefit in 2017 compared to $45 million in 2016;
41
a $15 million gain on derivative instruments in 2017 compared to a $56 million loss in 2016; and

a $10 million foreign currency loss on British Pounds purchased and held in anticipation of the acquisition of Airwave in 2016.
Effective Tax Rate
Years ended December 31 Years ended December 31
(In millions)2017 2016(In millions)20202019
Income tax expense$1,227
 $282
Income tax expense$221 $130 
Income tax expense increased by $945$91 million in 2020 compared to 2016,2019, for an effective tax rate of 114%18.8%, which is lower than the current U.S. federal statutory rate of 21% primarily due to:
$48 million of benefits due to the effectsrecognition of the Tax Act. As a result of the Tax Act we recorded $874excess tax benefits on share-based compensation; and
$28 million of non-recurring charges that includedbenefits due to the following:
a $471 million valuation allowance against U.S. foreignrecognition of increased prior and current R&D tax credit carryforwards; and
income tax expense of $366 million from the remeasurement of our deferred tax balances at the lower federal tax rate of 21%.
Excluding the income tax effects from the Tax Act, our effective tax rate was lower than the U.S. statutory tax rate of 35%.credits.
Our effective tax rate of 33% in 20162019 was 13.0%, which is lower than the current U.S. federal statutory tax rate of 35%21% primarily related to:
a $77 million benefit due to lowerthe partial release of a valuation allowance to our U.S. foreign tax rates on non-U.S. incomecredit carryforward (see Note 6 of"Note 7: Income Taxes" to our consolidated financial statements).statements in “Part II. Item 8. Financial Statements and Supplementary Data” of this Form 10-K for further information); and
$27 million of benefits due to the recognition of excess tax benefits on share-based compensation.
Reorganization of Businesses
In 2018,2021, we recorded net reorganization of business charges of $120$32 million relating to the separation of 600 employees, of which 200 were indirect employees and 400 were direct employees. The $32 million of charges included $8 million recorded to Cost of sales and $24 million recorded to Other charges. Included in the aggregate $32 million are charges of $42 million for employee separation costs partially offset by $10 million of reversals for accruals no longer needed.
During 2020, we recorded net reorganization of business charges of $86 million relating to the separation of 1,200 employees, of which 700400 were indirect employees and 500800 were direct employees. The $120$86 million of charges included $59$29 million recorded to Cost of sales and $61$57 million recorded to Other charges. Included in the aggregate $120$86 million arewere charges of $122$100 million for employee separation costs and $16$2 million for exit costs, partially offset by $18$16 million of reversals for accruals no longer needed.
During 2017,2019, we recorded net reorganization of business charges of $42$57 million relating to the separation of 400700 employees, of which 300500 were indirect employees and 100200 were direct employees. The $42$57 million of charges included $9$17 million recorded to Cost of sales and $33$40 million recorded to Other charges. Included in the aggregate $42$57 million arewere charges of$43of $64 million for employee separation costs and $8 million for exit costs, partially offset by $9 million of reversals for accruals no longer needed.
During 2016, we recorded net reorganization of business charges of $140 million relating to the separation of 1,300 employees, of which 900 were indirect employees and 400 were direct employees. The $140 million of charges included $43 million recorded to Cost of sales and $97 million recorded to Other charges. Included in the aggregate $140 million are charges of: (i) $120 million for employee separation costs, (ii) $20 million for impairments, including $17 million for a building impairment and $3 million for the impairment of corporate aircraft, and (iii) $5 million for exit costs, partially offset by $5$12 million of reversals for accruals no longer needed.
During 2018, 2017, and 2016 we continued to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. As a result, we communicated our plan to close one of our manufacturing facilities in Europe during the fourth quarter of 2018, resulting in a charge of $44 million and impacting 165 employees primarily within the Products and Systems Integration segment. The remainder of the initiatives impacted both of our segments and affected employees located in all geographic regions.





The following table displays the net charges incurred by business segment:segment due to such reorganizations:
Years ended December 312018 2017 2016Years ended December 31202120202019
Products and Systems Integration$101
 $32
 $107
Products and Systems Integration$25 $69 $45 
Services and Software19
 10
 33
Software and ServicesSoftware and Services7 17 12 
$120
 $42
 $140
32 $86 $57 
Cash payments for exit costs and employee severance in connection with the reorganization of business plans were $65$77 million, $93$85 million, and $79$63 million in 2018, 2017,2021, 2020, and 2016,2019, respectively. The reorganization of business accruals for employee separation costs at December 31, 20182021 were $105$34 million of which $84 million relateswe expect to employee separation costs that are expected to be paidpay within one year and $21 million relates primarily to lease termination obligations that are expected to be paid over a number of years.year.

Liquidity and Capital Resources
Years Ended December 31
202120202019
Cash flows provided by (used for):
   Operating activities$1,837 $1,613 $1,823 
   Investing activities(742)(437)(934)
   Financing activities(429)(966)(1,144)
   Effect of exchange rates on cash and cash equivalents(46)43 (1)
Increase (decrease) in cash and cash equivalents$620 $253 $(256)
42

 Years Ended December 31
 2018 2017 2016
Cash flows provided by (used for):     
   Operating activities$1,075
 $1,346
 $1,165
   Investing activities(1,266) (448) (1,002)
   Financing activities220
 (722) (1,042)
   Effect of exchange rates on cash, cash equivalents, and restricted cash(40) 62
 (71)
Increase (decrease) in cash, cash equivalents, and restricted cash$(11) $238
 $(950)

Cash and Cash Equivalents
At December 31, 2018, $750 million2021, $1.3 billion of the $1.3our $1.9 billion cash and cash equivalents balance was held in the U.S. and $507$568 million was held by us or our subsidiaries in other countries, with approximately $147$180 million held in the United Kingdom. Restricted cash was approximately $11$2 million at December 31, 20182021 and $63 million at December 31, 2017. During the year ended December 31, 2018, restricted cash decreased from $63 million to $11 million due to the completion of a settlement related to our legacy Networks business.2020.
In 2018,2021, we repatriated approximately $502$527 million in cash to the U.S. from international jurisdictions. UndistributedWe routinely repatriate a portion of non-U.S. earnings that we intend to reinvest indefinitely, and for which no U.S. income taxeseach year. We have been provided for, except the tax effect of the Tax Act deemed repatriation, aggregate to $1.5 billion at December 31, 2018. We currently have no plans to repatriate the foreign earnings permanently reinvested. If circumstances change and it becomes apparent that some or all of the permanently reinvested earnings will be remitted to the U.S. in the foreseeable future, an additionalrecorded income tax charge may be necessary.expense for foreign withholding tax and distribution taxes on such earnings and, under current U.S. tax laws, do not expect to incur material incremental U.S. tax on repatriation.
Where appropriate, we may also pursue capital reduction activities; however, such activities can be involved and lengthy. While we regularly repatriate funds, and a portion of offshore funds can be repatriated with minimal adverse financial impact, repatriation of some of these funds may be subject to delay fordue to local country approvals and could have potential adverse cash tax consequences.approvals.
Operating Activities
The increase in operating cash flows from 2020 to 2021 was driven by:
an increase of operating earnings as a result of higher sales volume; partially offset by
$76 million of higher income tax payments.
The decrease in operating cash flows from 20172019 to 20182020 was driven by (see additional discussion under "Salesby:
a reduction of Receivables" below):operating earnings as a result of lower sales volume;
a $500 million debt-funded voluntary contribution to our U.S. pension plan in the first quarter of 2018, compared to no material contributions to our U.S. pension plans in 2017;
a $51 million payment out of restricted cash related to a settlement arising from a legacy business in 2018, as compared to the recovery of $47 million of financial receivables owed to us by a former customer of a legacy business in 2017;
$2843 million of higher interest payments driven by additional debt issued in 2018 as compared to 2017; and
income tax payments; partially offset by higher earnings
improvements in 2018 as compared to 2017.
The increase in operating cash flows from 2016 to 2017 was driven by:
higher operating earnings in 2017 as compared to 2016;
improved net working capital in 2017 as compared to 2016; andcapital.
partially offset by $56 million of higher tax payments in 2017 as compared to 2016 when we received certain refunds in the U.S. and foreign jurisdictions.


We do not expect to make any material contributions to our pension plans in 2019.
Investing Activities
The increase in net cash used by investing activities from 20172020 to 20182021 was primarily due to:
a $760$234 million increase in acquisitions and investments, primarily driven by the purchasesacquisitions of Avigilon and Plant Holdings for $903$521 million and $237 million, respectively, asin 2021 compared to 2017 when we made acquisitions of Kodiak Networks and Interexport for $225$287 million and $55in 2020;
$50 million respectively; and
$88 million of lowerdecrease in proceeds from salesthe sale of investmentsproperty, plant and businesses, driven by the $60equipment in 2020 that did not recur in 2021; and
$26 million of excess cash withdrawn from company-sponsored life insurance investmentsincrease in 2018, as compared to $183 million of cash received from short-term government securities that were previously maintained in foreign countries in 2017; and
partially offset by $30 million lower capital expenditures in 2018 as2021 compared 2017,to 2020 due to lower information technology ("IT") spend as we completed our ERP implementation in 2017, as well as lower facilities spend.higher expenditures for the Airwave and ESN networks.
The decrease in net cash used by investing activities from 20162019 to 20172020 was primarily due to:
a $1.1 billion$422 million decrease in acquisitions and investments, driven by the purchaseacquisitions of Airwave for $1.0 billion and $217$287 million for Spillman in 2016, as2020 compared to 2017 when we made acquisitions of Kodiak Networks and Interexport for $225$709 million and $55in 2019;
$56 million respectively;
a $487 million decreaseincrease in sales of investments and businesses, driven by the liquidation of $382 million of short-term government securities used to acquire Airwave, the sale of $242 million of short-term debt and equity securities, and $46 millionproceeds from the sale of our Penang, Malaysia supply chain operations to an outsourced manufacturer in 2016, as compared to the sale of $183 million of short-term government securities previously maintained in foreign countries;
a decrease in capital spending in 2017 from 2016 driven by lower facilities spend as we completed refresh activities around our regional and corporate headquarters, lower spend on customer networks, and partially offset by higher IT expenditures as we worked towards the completion of our ERP implementation in 2017; and
a decrease in sales of property, plant and equipment driven by proceeds received in 2016 of $73 million from the sale of buildingsa European manufacturing facility in 2020; and land associated with
$31 million decrease in capital expenditures in 2020 compared 2019 due to lower expenditures for the sale of our Schaumburg campusAirwave and the sale of our aging corporate aircraft.ESN networks.
Financing Activities
The increasedecrease in cash providedused by financing activities in 2018 as2021 compared to 2017cash used by financing activities in 2020 was driven by (also see further discussion in "Debt," "Credit Facilities," "Share Repurchase Program" and "Dividends" in this section below):
the issuance of $500$844 million of 4.60% Senior notes due 2028 in the first quarter of 2018, of which the proceeds were contributed to our U.S. pension plan;
we entered into the Term Loan for $400 million in the first quarter of 2018 with a maturity date of March 26, 2021 to complete the acquisition of Avigilon;
$400 million borrowing from our revolving credit facility in the first quarter of 2018 to complete the acquisition of Avigilon, repaying the full $400 million throughout 2018;
in the third quarter of 2018, we issued an additional $200 million on the outstanding 4.60% Senior notes due in 2028, of which the proceeds were used to repurchase $200 million of our outstanding convertible note with Silver Lake Partners;
$169 million of cash was used during the third quarter of 2018 to pay the conversion premium on the repurchase of our convertible note with Silver Lake Partners;
$76 million used in the fourth quarter of 2018 to pay a contractually-defined deferred purchase price of Airwave;
$168 million of net proceeds from the issuance of common stock in connection with our employee stock option and employee stock purchase plans in 2018, as compared to $82 million in 2017;
$337$850 million of cash2.75% senior notes due 2031 in the second quarter of 2021, which was subsequently used to repurchase $324 million principal amount of our 3.5% senior notes due 2023 for the paymenta purchase price of dividends in 2018 as compared to $307$341 million, in 2017;excluding $3 million of accrued interest; and
partially offset by $132$528 million used for purchases under our share repurchase program in 20182021 as compared to $483$612 million in 2017.2020; partially offset by
$482 million cash used for the payment of dividends in 2021 as compared to $436 million in 2020.
The decrease in cash used forby financing activities in 2017, as2020 compared to 2016cash used by financing activities in 2019 was driven by:
$483400 million used for the repayment of the term loan in 2019;
$1.0 billion received from the issuance of 1.75% senior convertible notes due 2024 in 2019 which was subsequently used for the settlement of $1.1 billion of the 2.00% senior convertible notes, inclusive of the $326 million conversion premium in 2019;
$804 million net proceeds from the issuance of $800 million of 4.6% senior notes due 2029 in 2019, which was subsequently used to repurchase $614 million principal amount of long-term debt under a tender offer and
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$150 million principal amount for the 3.5% senior notes due 2021 for a total purchase price of $809 million in 2019;
$892 million net proceeds from the issuance of $900 million of 2.30% senior notes due 2030 in the third quarter of 2020, which was subsequently used to repurchase $552 million principal amount of 3.75% senior notes due 2022 and $293 million principal amount of long-term debt under a tender offer for a total purchase price of $897 million in 2020;
$800 million net proceeds from the draw on our syndicated, unsecured revolving credit facility during 2020 which was subsequently repaid during the year; partially offset by
$612 million used for purchases under our share repurchase program in 2017,2020 as compared to $842$315 million in 2016;2019; and
a $675$436 million term loan issued in 2016 to complete the purchase of Airwave, of which the entire term loan was repaid by the end of 2016; and


partially offset by $307 million of cash used for the payment of dividends in 2017,2020 as compared to $280$379 million in 2016.2019.
Sales of Receivables
We may choose to sell accounts receivable and long-term receivables to third-parties under one-time arrangements. We may or may not retain the obligation to service the sold accounts receivable and long-term receivables. Servicing obligations are limited to collection activities for sold accounts receivable and long-term receivables.
The following table summarizes the proceeds received from sales of accounts receivable and long-term receivables for the years ended December 31, 2018, 2017,2021, 2020, and 2016:2019:
Years ended December 31202120202019
Contract-specific discounting facility$211 $228 $— 
Accounts receivable sales proceeds56 74 34 
Long-term receivables sales proceeds248 181 265 
Total proceeds from receivable sales$515 $483 $299 
Years ended December 312018 2017 2016
Accounts receivable sales proceeds$77
 $193
 $51
Long-term receivables sales proceeds270
 284
 289
Total proceeds from receivable sales$347
 $477
 $340
During the year ended December 31, 2021, we utilized a cost-efficient receivable discounting facility, implemented in 2020, to neutralize the impact of increased payment terms under a renegotiated and extended long-term contract in Europe resulting in accounts receivable sales of $211 million during the year ended December 31, 2021. The proceeds of our receivable sales are included in "Operating Activities" within our Consolidated Statements of Cash Flows.
At December 31, 2018,2021, the Company had retained servicing obligations for $970$940 million of long-term receivables, compared to $873$983 million of long-term receivables at December 31, 2017.2020. Servicing obligations are limited to collection activities related to the sales of accounts receivables and long-term receivables.
Debt
We had outstanding long-term debt of $5.3$5.7 billion and $4.5$5.2 billion, including the current portions of $31$5 million and $52$12 million, at December 31, 20182021 and December 31, 2017,2020, respectively.
To completeOn September 5, 2019, in connection with our repurchase and settlement of the acquisitionoutstanding principal amount of Avigilon during the quarter ended March 31, 2018, we entered into a Term Loan for $400 million with a maturity date of March 26, 2021. Interest on the Term Loan is variable, indexed to London Inter-bank Offered Rate ("LIBOR"), and paid monthly. The weighted average borrowing rate for amounts outstanding during the year ended December 31, 2018 was 3.47%. No additional borrowings are permitted and amounts borrowed and repaid or prepaid may not be re-borrowed.
In February of 2018, we issued $500 million of 4.60% Senior2.00% senior convertible notes due in 2028. After debt issuance costs and debt discounts, we recognized net proceeds of $497 million. These proceeds were then used2020 issued to make a $500 million contribution to our U.S. pension plan.
On August 25, 2015,Silver Lake Partners, we entered into an agreement with Silver Lake Partners to issue $1.0 billion of 2.0% Senior Convertible Notes1.75% senior convertible notes which mature in September 2020.2024 (the "Senior Convertible Notes"). Interest on these notes is payable semiannually. The notesSenior Notes became fully convertible as of August 25, 2017.on September 5, 2021. The notes are convertible based on a conversion rate of 14.8252, as may be adjusted for dividends declared,4.9140 per $1,000 principal amount (which is currently equal to a publishedan initial conversion price of $67.45$203.50 per share). The exercise price adjusts automatically for dividends. On September 5, 2018, we agreed with Silver Lake Partners to repurchase $200 million in principal amountIn November 2021, the Company's Board of Directors approved an irrevocable determination requiring the Senior Convertible Notes for aggregate considerationfuture settlement of $369 million in cash, inclusive of the conversion premium. As of December 31, 2018, we paid $369 million of cash to Silver Lake Partners. Of the $369 million paid to Silver Lake Partners, $169 million was paid during the third quarter of 2018 using cash on the balance sheet and the remaining $200 million was paid on October 15, 2018. The $200 million that was paid during the fourth quarter was from the additional $200 million issued on the outstanding 4.60% Senior notes due in 2028. We settled the issuance of the additional Senior notes on October 5, 2018 and received net proceeds of $196 million. In the event of an additional conversion, the notes may be settled in either cash or stock, at our discretion. We intend to settle the principal amount of the Senior Convertible Notes to be settled in cash.cash. We recorded a debt liability associated with the Senior Convertible Notes by determining the fair value of an equivalent debt instrument without a conversion option. Using a discount rate of 2.45%, which was determined based on a review of relevant market data, we calculated the debt liability to be $986 million, indicating a $14 million discount to be amortized over the expected life of the debt instrument. As of December 31, 2021, the debt discount has been fully amortized as a component of interest expense. Our off-balance sheet arrangement of the obligation to settle the conversion option under the Senior Convertible Notes is more fully discussed in "Note 5: Debt and Credit Facilities" to our consolidated financial statements in "Part II. Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
In connection with the completionAugust of 2020, we issued $900 million of 2.30% senior notes due 2030. We recognized net proceeds of $892 million after debt issuance costs and debt discounts. A portion of these proceeds were then used to redeem $552 million in principal amount outstanding of the acquisition3.75% senior notes due 2022 for a redemption price of Airwave,$582 million, excluding $7 million of accrued interest. The remaining proceeds were used to repurchase $293 million in principal amount outstanding of our long-term debt under a tender offer, for a purchase price of $315 million, excluding $5 million of accrued interest. After accelerating the amortization of debt issuance costs and debt discounts, we recognized a loss of $56 million related to the redemption and the repurchase in Other, net within Other income (expense) in our Consolidated Statements of Operations.
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In May of 2021, we issued $850 million of 2.75% senior notes due 2031. We recognized net proceeds of $844 million after debt issuance costs. A portion of these proceeds was then used to redeem $324 million in principal amount of our outstanding long-term debt for a purchase price of $341 million, excluding $3 million of accrued interest. After accelerating the amortization of debt issuance costs, we recognized a loss of $18 million related to the redemption in Other, net within Other income (expense) in our Consolidated Statements of Operations.
We have an unsecured commercial paper program, backed by the revolving credit facility described below, under which we may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $2.2 billion outstanding at any one time. At maturity, the notes are paid back in full including the interest component. The notes are not redeemable prior to maturity. As of December 31, 2021, we had no outstanding debt under the commercial paper program.
Credit Facilities
On March 24, 2021, we entered into a term loan with an initial principal amount of $675 million. We repaid all amounts borrowed under this term loan as of December 31, 2016.
Credit Facilities
As of December 31, 2018, we had a $2.2$2.25 billion syndicated, unsecured revolving credit facility scheduled to mature in April 2022, which can be used for borrowing and letters of creditMarch 2026 (the "2017"2021 Motorola Solutions Credit Agreement"). As of March 31, 2018, we borrowed $400 million under the facility to complete the Avigilon acquisition. The entire $400 million was re-paid during the year ended December 31, 2018. The 20172021 Motorola Solutions Credit Agreement includes a $500 million letter of credit sub-limit withand fronting commitments of $450 million of fronting commitments.million. Borrowings under the facility bear interest at the prime rate plus the applicable margin, or at a spread above LIBOR,the London Interbank Offered Rate ("LIBOR"), at our option. The 2021 Motorola Solutions Credit Agreement includes provisions allowing us to replace LIBOR with a replacement benchmark rate in the future under certain conditions defined in the agreement. An annual facility fee is payable on the undrawn amount of the credit line. The interest rate and facility fee are subject to adjustment if our credit rating changes. We must comply with certain customary covenants including a maximum leverage ratio, as defined in the 20172021 Motorola Solutions Credit Agreement.Agreement. We were in compliance with ourthe financial covenants as of December 31, 2018. No letters of credit were issued under the revolving credit facility as of December 31, 2018.2021.




Share Repurchase Program
Through a series of actions, including approval in May 2021 to increase the boardauthorized amount by $2.0 billion, the Board of directorsDirectors has authorized an aggregate share repurchase amount of up to $14.0$16.0 billion of our outstanding shares of common stock (the “share repurchase program”). The share repurchase program does not have an expiration date. As of December 31, 2018,2021, we have used approximately $12.4$13.9 billion of the share repurchase authority, including transaction costs, to repurchase shares, leaving approximately $1.6$2.1 billion of authority available for future repurchases.
Our share repurchases, including transaction costs, for 2018, 2017,2021, 2020, and 2016 can be2019 are summarized as follows:
YearShares Repurchased (in millions) Average Price Aggregate Amount (in millions)
20181.2
 $112.42
 $132
20175.7
 85.32
 483
201612.0
 70.28
 842
Subsequent to the year ended December 31, 2018, the Company paid an aggregate of $125 million, including transaction costs, to repurchase 1.1 million shares at an average purchase price of $116.04 per share, leaving approximately $1.5 billion of authority available for future repurchases.
YearShares Repurchased (in millions)Average PriceAmount (in millions)
20212.5 $208.41 $528 
20203.9 155.93 612 
20192.3 137.35 315 
Dividends
We paid cash dividends to holders of our common stock of $337$482 million in 2018, $3072021, $436 million in 2017,2020, and $280$379 million in 2016. Subsequent to quarter end,2019. On January 14, 2022, we paid an additional $93$134 million in cash dividends to holders of our common stock.
Adequate Internal Funding Resources
We believe that we have adequate internal resources available to fundgenerate adequate amounts of cash to meet our expected working capital, and capital expenditure and cash requirements for the next twelve months and the foreseeable future, as supported by the level of cash and cash equivalents in the U.S., the ability to repatriate funds from foreign jurisdictions, cash provided by operations, as well as liquidity provided by our $2.2 billion revolving credit facility.commercial paper program backed by the 2021 Motorola Solutions Credit Agreement.
We do not anticipate a material decrease to net future cash flows generated from operations. We expect to use our available cash, investments, and debt facilities to support and invest in our business. This includes investing in our existing products and technologies, seeking new acquisition opportunities related to our strategic growth initiatives and returning cash to shareholders through common stock cash dividend payments (subject to the discretion of our Board of Directors) and share repurchases. Refer to “COVID-19” in this section of the Form 10-K for a discussion of the impact of COVID-19 on our liquidity, as well as "Part I. Item 1A. Risk Factors" for further discussion regarding access to the capital markets.
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Material Cash Requirements from Contractual Obligations and Other Purchase CommitmentsObligations
Summarized in the table and text below are our obligationsshort-term (within the next twelve months) and commitments to make future payments under long-term debt obligations, lease obligations, purchase obligations and tax obligationsmaterial cash requirements as of December 31, 2018. 2021, which we expect to fund with a combination of operating cash flows, existing cash balances or, as needed, borrowings under new or existing debt:
 Payments Due by Period
(in millions)Short-termLong-term
Long-term debt obligations, gross(1)
$$5,737 
Lease obligations(2)
136 345 
Purchase obligations(3)
113 223 
Total obligations$254 $6,348 
 Payments Due by Period
(in millions)Total 2019 2020 2021 2022 2023 Uncertain
Timeframe
 Thereafter
Long-term debt obligations, gross$5,382
 $31
 $801
 $810
 $767
 $604
 $
 $2,369
Lease obligations722
 131
 120
 112
 101
 54
 
 204
Purchase obligations*124
 92
 16
 12
 3
 1
 
 
Tax obligations76
 11
 
 
 
 
 65
 
Total contractual obligations$6,304
 $265
 $937
 $934
 $871
 $659
 $65
 $2,573
*(1)Amounts included represent firm, non-cancelable commitments.the estimated principal payments applicable to outstanding debt. Refer to "Note 5: Debt and Credit Facilities" in "Part II. Item 8. Financial Statements and Supplementary Data" of this Form 10-K for discussion related to our long-term debt obligations.
Lease Obligations: (2)We lease certain office, factory and warehouse space, land, and other equipment, principally under non-cancelable operating leases. Our future minimumIn light of the uncertain COVID-19 environment, we are evaluating our needs for office space opportunities to reduce long-term cash requirements for office space where practicable. Refer to "Note 3: Leases" to our consolidated financial statements in "Part II. Item 8. Financial Statements and Supplementary Data" of this Form 10-K for further discussion of these material lease obligations, net of minimum sublease rentals, totaled $722 million. Rental expense, net of sublease income, was $108 million in 2018, $94 million in 2017,obligations.
(3)Amounts included represent firm, non-cancelable commitments. Such commitments include license agreements and $84 million in 2016.
Purchase Obligations:  During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure inventory based upon criteria as defined by us or establish the parameters defining our requirements. In addition, we have entered into software license agreements which are firm commitments and are not cancelable. We had entered into firm, non-cancelable, and unconditional commitments under such arrangements through 2023. The total payments expected to be made under these agreements are $124 million, of which $113 million relate to take-or-pay obligations from arrangements with suppliers for the sourcing of inventory supplies and materials. We do not anticipate the cancellation of any of our take or paytake-or-pay agreements in the future and estimate that purchases from these suppliers will exceed the minimum obligations during the agreement periods.
Tax Obligations:  We have approximately $76 million of unrecognized income tax benefits relating to multiple tax jurisdictions and tax years. Based on the potential outcome of our global tax examinations, or the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the unrecognized tax benefits will change within the next twelve


months. The associated net tax impact on the effective tax rate, exclusive of valuation allowance changes, is estimated to be in the range of a $10 million tax charge to a $30 million tax benefit, with cash payments not expected to exceed $20 million.
Commitments Under Other Long-Term Agreements:  We have entered into certain long-term agreements to purchase software, components, supplies and materials from suppliers which are not "take-or-pay" in nature. Most of the agreements extend for periods of one to three years (three to five years for software). Generally, these agreements do not obligate us to make any purchases, and many permit us to terminate the agreement with advance notice (usually ranging from 60 to 180 days). If we were to terminate these agreements, we generally would be liable for certain termination charges, typically based on work performed and supplier on-hand inventory and raw materials attributable to canceled orders. Our liability would only arise in the event we terminate the agreements for reasons other than “cause.”
We outsource certain corporate functions, such as benefit administration and information technology-related services, under third-party contracts, the longest of which is expected to expire in 2023. Our remaining payments under these contracts are approximately $114 million over the remaining life of the contracts; however, these contracts can be terminated. Termination would result in penalties substantially less than the remaining annual contract payments. We would also be required to find another source for these services, including the possibility of performing them in-house.
As is customary in bidding for and completing certain projects and pursuant to a practice we have followed for many years, we have a number of performance bonds, bid bonds, standby letters of credit and surety bonds outstanding (collectively, referred to as “Performance Bonds”), primarily relating to projects with our government customers. These Performance Bonds normally have maturities of multiple years and are standard in the industry as a way to give customers a convenient mechanism to seek resolution if a contractor does not satisfy certain requirements under a contract. Typically, a customer can draw on the Performance Bond only if we do not fulfill all terms of a project contract. If such an occasion occurred, we would be obligated to reimburse the institution that issued the Performance Bond for the amounts paid. In our long history, it has been rare for us to have a Performance Bond drawn upon. At December 31, 2018, outstanding Performance Bonds totaled approximately $2.5 billion, compared to $2.4 billion at December 31, 2017. Any future disruptions, uncertainty, or volatility in bank, insurance or capital markets, or a change in our credit ratings could adversely affect our ability to obtain Performance Bonds and may result in higher funding costs to obtain such Performance Bonds.
Off-Balance Sheet Arrangements:  At December 31, 2018, we had no significant off-balance sheet arrangements other than operating leases and guarantees to third parties as described in Note 11 to the consolidated financial statements and our obligation to settle the embedded conversion option under the Senior Convertible Notes described in Note 4 to the consolidated financial statements.
Other Contingencies
Potential Contractual Damage Claims in Excess of Underlying Contract Value:In certain circumstances, we enter into contracts with customers pursuant to which the damages that could be claimed by the customer for failed performance might exceed the revenue we receive from the contract. Contracts with these types of uncapped damages provisions are fairly rare, but individual contracts could still represent meaningful risk. There is a possibility that a claim by a counterparty to one of these contracts could result in expenses that are far in excess of the revenue received from the counterparty in connection with the contract.
Indemnification Provisions:We may provide indemnifications for losses that result from the breach of general warranties contained in certain commercial and intellectual property and divestiture agreements. Historically, we have not made significant payments under these agreements, nor have there been significant claims asserted against us. However, there is an increasing risk in relation to intellectual property indemnities given the current legal climate. In indemnification cases, payment by us is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow us to challenge the other party’s claims. In some instances we may have recourse against third-parties for certain payments made by us. Further, our obligations under divestiture agreements for indemnification based on breach of representations and warranties are generally limited in terms of duration, typically not more than 18 months, and for amounts not in excess of a percentage of the contract value.
Legal Matters: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.
Long-term Customer Financing Commitments
Outstanding Commitments:  Certain purchasers of our products and services may request that we provide long-term financing (defined as financing with a term of greater than one year) in connection with the sale of equipment. These requests may include all or a portion of the purchase price of the products and services. Our obligation to provide long-term financing may be conditioned on the issuance of a letter of credit in favor of us by a reputable bank to support the purchaser's credit or a pre-existing commitment from a reputable bank to purchase the long-term receivables from us. We had outstanding commitments to provide long-term financing to third-parties totaling $62$56 million at December 31, 2018, compared to $93 million2021 and at December 31, 2017.2020.


Outstanding Long-Term Receivables: We had non-current long-term receivables of $24 million at December 31, 2018, compared to $19 million at December 31, 2017. There were no allowances for losses in 2018 and 2017. These long-term receivables are generally interest bearing, with interest rates ranging from 0% to 8.46%.
Critical Accounting Policies and Estimates
This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.
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Management bases its estimates and judgments on historical experience, current economic and industry conditions and on various other factors that are believed to be reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. ManagementThe Company believes that the following significantdiscussion addresses the Company’s most critical accounting policies and estimates, which are those that are most important to the portrayal of the Company’s financial condition and results of operations and require significant judgmentmanagement’s most difficult, subjective and estimates.complex judgments.
Revenue Recognition
We enter into arrangements which consist of multiple promises to our customers. We evaluate whether the promised goods and services are distinct or a series of distinct goods or services. Where contracts contain multiple performance obligations, we generally allocate the total estimated consideration to each performance obligation based on applying an estimated selling price (“ESP”) as our best estimate of standalone selling price. We determine ESP by: (i) collecting all reasonably available data points including sales, cost and margin analyses of the product or services, and other inputs based on our normal pricing and discounting practices, (ii) making any reasonably required adjustments to the data based on market and Company-specific factors, and (iii) stratifying the data points, when appropriate, based on major product or service, type of customer, geographic market, and sales volume.
We account for certain system contracts on an over-time basis, electing an input method of estimated costs as a measure of performance completed. The selection of the measurement of progress using estimated costs was based on a thorough consideration of alternatives of various output and input measures, including contract milestones and labor hours. However, we have determined that other input and output measures are not an appropriate measure of progress as they do not accurately align with the transfer of control on our customized systems. The selection of costs incurred as a measure of progress aligns the transfer of control to the overall production of the customized system.
For system contracts accounted for over time using estimated costs as a measure of performance completed, we rely on estimates around 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 be performed to meet the underlying performance obligation, determining Estimated Costs at Completion may be complex and subject to many variables. We have a standard and disciplined quarterly process in which 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 judgment about the ability and cost to achieve the project schedule, technical requirements, and other contract requirements. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of work to be performed, the availability and cost of materials, and performance by subcontractors, among other variables. Based on this analysis, any quarterly adjustment to net sales, cost of sales, and the related impact to operating income are recorded as necessary in the period they become known. Adjustments to Estimated Costs at Completion were not significant to operating earnings for the years 2018, 2017, and 2016. When estimates of total costs to be incurred on a contract exceed estimates of total revenue to be earned, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.
Retirement Benefits
Our benefit obligations and net periodic pension costcosts (benefits) associated with our domestic noncontributory pension plans (“U.S. Pension Benefit Plans”), our foreign noncontributory pension plans (“Non-U.S. Plans”), as well as our domestic postretirement health care plan (“Postretirement Health Care Benefits”), are determined using actuarial assumptions. The assumptions are based on management’s best estimates, after consulting with outside investment advisors and actuaries.
Accounting methodologies use an attribution approach that generally spreads the effects of individual events over the service lives of the participants in the plan, or estimated average lifetime when almost all of the plan participants are considered "inactive." Examples of “events” are plan amendments and changes in actuarial assumptions such as discount rate, expected long-term rate of return on plan assets, and rate of compensation increases.
There are various assumptions used in calculating the net periodic cost (benefit)costs (benefits) and related benefit obligations. One of these assumptions is the expected long-term rate of return on plan assets. The required use of the expected long-term rate of return on plan assets may result in recognized pension income that is greater or less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate the actual long-term returns. We use a five-year, market-related asset value method of recognizing asset related gains and losses.


We use long-term historical actual return experience with consideration of the expected investment mix of the plans’ assets, as well as future estimates of long-term investment returns, to develop our expected rate of return assumption used in calculating the net periodic pension cost (benefit) and the net retirementpostretirement health care expense.benefit. Our investment return assumption for the U.S. Pension Benefit Plans was 6.95%6.75% in both 20182021 and 2017.6.85% in 2020. Our investment return assumption for the Postretirement Health Care Benefits Plan was 7.00%6.75% in both 20182021 and 2017.6.90% in 2020. Our weighted average investment return assumption for the Non-U.S. Plans was 5.18%4.54% in 20182021 and 5.20%4.66% in 2017. At December 31, 2018, the pension plans, including2020. For the U.S. Pension Benefit Plans, a 25 bps increase in expected return on plan assets would result in $9 million of additional net periodic pension cost and a 25 bps decrease would result in a $9 million benefit to net periodic pension cost. The impact of a similar increase or decrease on the Non-U.S. Plans investment portfolios were comprised of approximately 28% equity investments, whileand the Postretirement Health Care Benefits Plan was all comprised of approximately 31% equity investments.plan would be de minimis.
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A second key assumption is the discount rate. The discount rate assumptions used for pension benefitsthe U.S. Pension Benefit Plans, the Non-U.S. Plans and the Postretirement Health Care Benefits Plan reflects,reflect, at December 31 of each year, the prevailing market rates for high-quality, fixed-income debt instruments that, if the obligation was settled at the measurement date, would provide the necessary future cash flows to pay the benefit obligation when due. Our discount rates for measuring our U.S. Pension Benefit Plan obligations were 4.47%2.98% and 3.79%2.63% at December 201831, 2021 and 2017,2020, respectively. Our weighted average discount rates for measuring our Non-U.S. Plans were 2.67%1.82% and 2.34%1.24% at December 201831, 2021 and 2017,2020, respectively. Our discount rates for measuring the Postretirement Health Care Benefits Plan obligation were 4.29%2.78% and 3.62%2.39% at December 31, 20182021 and 2017,2020, respectively.
A change in our discount rate on the Postretirement Health Care Benefits Plan would be de minimis. The effects of a change in the discount rate on the projected benefit obligation for both the U.S. and Non-U.S. Pension Benefit Plans are as follows:
2021 Projected Benefit Obligation
(in millions)U.S. Pension Benefit PlansNon-U.S. Pension Benefit Plans
Discount rate25 bps increase$(184)$(11)
25 bps decrease195 12 
Under relevant accounting rules, when almost all of the plan participants are considered inactive, the amortization period for certain unrecognized losses changes from the average remaining service period to the average remaining lifetime of the participant. As such, depending on the specific plan, we amortize gains and losses over periods ranging from tennine to thirty-onethirty years. Prior service costs are being amortized over periods ranging from two to fivethirty years. Benefits under all pension plans are valued based on the projected unit credit cost method.
Valuation and Recoverability of Goodwill
We assess the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Goodwill is assessed more frequently if an event occurs or circumstances change that would indicate it is more-likely-than-not that the fair value of a reporting unit is below its carrying amount. We continually assess whether any such events and circumstances have occurred, which requires a significant amount of judgment. Such events and circumstances may include: (i) adverse changes in macroeconomic conditions, (ii) adverse changes in the industry or market in which we transact, (iii) changes in cost factors negatively impacting earnings and cash flows, (iv) negative or declining overall financial performance, (v) events affecting the carrying value or composition of a reporting unit, or (vi) a sustained decrease in share price, among others. Any such adverse event or change in circumstances could have a significant impact on the recoverability of goodwill and could have a material impact on our consolidated financial statements.
The goodwill impairment assessment is performed at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. When two or more components of an operating segment have similar economic characteristics, the components are aggregated and deemed a single reporting unit. An operating segment is deemed to be a reporting unit if all of its components are similar, if none of its components is a reporting unit, or if the segment comprises only a single component. Based on this guidance, we have determined that our Products and Systems Integration and ServicesSoftware and SoftwareServices segments are comprised of three and two reporting units, respectively. The Company performed a qualitative assessment to determine whether it was more-likely-than-not that the fair value of each reporting unit was less than its carrying amount for the fiscal years 2021, 2020, and 2019. In performing this qualitative assessment we assessed relevant events and circumstances including macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, changes in enterprise value, and entity-specific events. For fiscal years 2018, 2017,2021, 2020, and 2016,2019, we concluded it was more-likely-than-not that the fair value of each reporting unit exceeded its carrying value.
Valuation of Deferred Tax Assets and Liabilities
We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Management makes assumptions, judgments and estimates to determine our current and deferred tax provision and also the deferred tax assets and liabilities. We evaluate our deferred tax assets quarterly to determine if adjustments to our valuation allowance are required based on the consideration of all available positive and negative evidence.
Our assumptions, judgments and estimates for computing the income tax provision takes into account current tax laws, our interpretation of current tax law and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We believe such estimates to be reasonable; however, the final determination of any of thecertain audits could significantly impact the amounts provided for income taxes in our financial statements.
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Recent Accounting Pronouncements
In February 2016, the FinancialSee “Note 1: Summary of Significant Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases," which amends existing guidancePolicies” to require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. This was subsequently amended by ASU No. 2018-01, “Land Easement Practical Expedient for Transition to Topic 842”; ASU No. 2018-10, “Codification Improvements to Topic 842, Leases”; and ASU No. 2018-11, “Targeted Improvements.” The new standard establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset


and lease liability on the balance sheet for all leases with an initial term longer than twelve months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.
The ASU is effective for us on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either the effective date or the beginning of the earliest comparative period presented in the financial statements as its date of initial application. We will adopt the new standard on January 1, 2019 and use the effective date as the date of initial application. Consequently, financial information will not be updated and disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.
The new standard provides for a number of optional practical expedients in transition. We will elect the practical expedients, which permit us to not reassess prior conclusions about lease identification, lease classification and initial direct costs under the new standard. We do not expect to elect the "use-of hindsight" practical expedient to determine the lease term or in assessing the likelihood that a lease purchase option will be exercised.
The new standard also provides practical expedients for an entity’s ongoing accounting. We currently expect to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases in transition. We also currently expect to elect the practical expedient to not separate lease and non-lease components for all leases.
We are continuing to assess the impact of the ASU on our consolidated financial statements required disclosures,in “Part II. Item 8: Financial Statements and changes to internal controls. Based on the work completed, we expect to recognize additional operating lease liabilities ranging from $600 million to $650 million, with corresponding ROU assetsSupplementary Data” of the same amount based on the present value of the remaining minimum rental payments determined under current leasing standards for existing operating leases less accumulated impairment losses.
In August 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) - Changes to the Disclosure Requirements for Defined Benefit Plans,” which modifies the disclosure requirements for the defined benefit pension plans and other postretirement plans. The ASU is effective for us on January 1, 2021 with early adoption permitted. The ASU requires a retrospective adoption method. We do not believe the ASU will have a material impact on our financial statement disclosures.
Recently Adopted Accounting Pronouncements
We early adopted ASU No. 2017-12 "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities" on December 1, 2018, using the modified retrospective method of adoption. The ASU requires a cumulative effect adjustment to the opening balance of retained earnings as of the beginning of the fiscal year of adoption for the previously recorded ineffectiveness included in retained earnings related to existing net investment hedges as of the date of adoption. We did not record a cumulative effect adjustment to retained earnings as no net investment hedges existed as of the ASU adoption date. New hedging relationships entered after the adoption date have been presented in the financial statements using the guidance of the ASU.There were no material changes to our financial statements from the adoption of the ASU.
We adopted ASU No. 2016-16, “Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory” on January 1, 2018 using the modified retrospective method of adoption. We recognized $31 million related to the cumulative effect of applying the ASU as an adjustment to our opening retained earnings balance. The comparative information has not been restated and continues to be reported under accounting standards in effect in those periods. This ASU eliminates the prior application of deferring the income tax effect of intra-entity asset transfers, other than inventory, until the transferred asset is sold to a third party or otherwise recovered through use. Under the ASU, we will recognize tax expense when intra-entity transfers of assets other than inventory occur.
We adopted ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” on January 1, 2018 using the retrospective method of adoption. The amendments in the ASU require that an employer disaggregate the service cost component from the other components of net periodic cost (benefit) and report that component in the same line item as other compensation costs arising from services rendered by employees during the period. The other components of net periodic cost (benefit) are required to be presented in the statement of operations separately from the service cost component and outside of operating earnings. We have restated our comparative period results to reflect the application of the presentation guidance of the ASU. As a result of the ASU, the presentation of net periodic cost (benefit) has been updated to classify all components of our net periodic benefit, with the exception of the service cost component, within Other in Other income (expense) on the statement of operations. We reclassified $75 million of benefits, $2 million of expense, and $19 million of benefits in the years ended December 31, 2018, 2017 and 2016, respectively.
We adopted ASU No. 2014-09, "Revenue from Contracts with Customers," and all the related amendments (collectively “ASC 606”) on January 1, 2018 using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to our opening retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect in those periods.
We have retained much of the same accounting treatment used to recognize revenue under ASC 606 as under accounting standards in effect in prior periods. Revenue on a significant portion of our Systems and Systems Integration contracts continues to be recognized under percentage of completion accounting, applying a cost-to-cost method. Services contracts continue to be


recognized ratably over relevant contract terms as we stand ready to perform. Finally, revenue on equipment sales continues to be recognized based on delivery terms as aligned with the transfer of control.
Under the new standard, we identified distinct promises to transfer goods and services within our contracts. For system contracts that are recognized under percentage of completion accounting, we have considered the factors used to determine whether promises made in the contract are distinct and determined that devices and accessories represent distinct goods. Accordingly, adoption of the new standard impacts our system contracts, with the result being revenue recognized earlier as control of devices and accessories transfers to the customer at a point in time rather than over time. For the remaining promised goods and services within our system contracts, we continue to recognize revenue on these contracts using a cost-to-cost method based on the continuous transfer of control to the customer over time.
Under the new standard, revenue recognition for software sales is accelerated based on when control of software licenses and related support services are transferred to the customer. Amounts deferred under previous software accounting rules due to lack of vendor-specific objective evidence have been recognized as an adjustment through opening retained earnings.
Historically, we presented transactions that involved a third-party sales representative on a net basis. After considering the control concept and the remaining three indicators of gross presentation under the new standard, we have determined that we are the principal in contracts that involve a third-party sales representative. Thus, under the new standard, we present associated revenues on a gross basis, with the affect being an equal increase to selling, general and administrative expenses for our cost of third-party commissions.
Under prior accounting standards, we expensed sales commissions and other costs to obtain a contract as incurred. However, under the new standard, we capitalize sales commissions and certain other costs as incremental costs to obtain a contract. Such costs are classified as non-current contract cost assets within Other assets and amortized over a period that approximates the timing of revenue recognition on the underlying contracts.
The new standard clarified the definition of a receivable and requires us to present our net position in a contract with a customer on the balance sheet. The position is presented as either a receivable, contract asset, or a contract liability. Under the new definition, accounts receivable are unconditional rights to consideration from a customer. Contract assets represent rights to consideration from a customer in exchange for transferred goods and services that are conditional on events other than the passage of time. Contract liabilities represent obligations to transfer goods and services for which we have received, or are due, consideration from a customer. We reclassified our customer positions to align with the new definitions and presentation guidance. Accordingly, Unbilled accounts receivable and Costs and earnings in excess of billings have been reclassified from Accounts receivable and Other current assets, respectively, and are presented as Contract assets. Accounts receivable which are not due from customers have been reclassified into Other current assets. Deferred revenue, Billings in excess of costs and earnings, and Customer downpayments have been reclassified from Accrued liabilities and are presented as Contract liabilities. Non-current deferred revenue has been reclassified from Deferred revenue to Non-current contract liabilities within Other liabilities.
Forward-Looking Statements
Except for historical matters, the matters discussed in this Form 10-K are forward-looking statements within the meaning of applicable federal securities law. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as “believes,” “expects,” “intends,” “aims,” “estimates” and similar expressions. We can give no assurance that any future results or events discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this Form 10-K. Forward-looking statements include, but are not limited to, statements under the following headings: (1) “Business,” about: (a) industry growth and demand, including opportunities resulting from such growth, (b) future product development and the demand for new products, (c) customer spending, (d) the impact of our strategy and focus areas, (e) the impact from the loss of key customers, (f) competitive position and our ability to maintain a leadership position in our core products, (g) increased competition, (h) the impact of regulatory matters, (i) the impact from the allocation and regulation of spectrum, particularly with respect to broadband spectrum, (j) the firmness of each segment's backlog, (k) the competitiveness of the patent portfolio, (l) the impact of research and development, (m) the availability of materials and components, energy supplies and labor, and (n) the seasonality of the business; (2) “Properties,” about the sufficiency of our manufacturing capacity and the consequences of a disruption in manufacturing; (3) “Legal Proceedings,” about the ultimate disposition of pending legal matters and timing; (4) “Management's Discussion and Analysis,” about: (a) the impact of acquisitions on our business, (b) market growth/contraction, demand, spending and resulting opportunities, (c) the impact of foreign exchange rate fluctuations, (d) our continued ability to reduce our operating expenses, (e) the growth of our Services and Software segment and the resulting impact on consolidated gross margin, (f) the increase in public safety LTE revenues, (g) the return of capital to shareholders through dividends and/or repurchasing shares, (h) our ability to invest in capital expenditures and R&D, (i) the success of our business strategy and portfolio, (j) future payments, charges, use of accruals and expected cost-saving and profitability benefits associated with our reorganization of business programs and employee separation costs, (k) our ability and cost to repatriate funds, (l) future cash contributions to pension plans or retiree health benefit plans, (m) the liquidity of our investments, (n) our ability and cost to access the capital markets, (o) our ability to borrow and the amount available under our credit facilities, (p) our ability to settle the principal amount of the Senior Convertible Notes in cash, (q) our ability and cost to obtain Performance Bonds, (r) adequacy of internal resources to fund expected working capital and capital expenditure measurements, (s) expected payments pursuant to commitments under long-term agreements, (t) the ability to meet minimum purchase obligations, (u) our ability to sell accounts

49


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, 2018,2021, we have $5.3had $5.7 billion of long-term debt, including the current portion, of long-term debt, which is primarily priced at long-term, fixed interest rates. InterestA hypothetical 10% decrease in interest rates as of the end of 2021 would have increased the fair value of our debt by approximately $60 million at December 31, 2021. See "Note 5: Debt and Credit Facilities" 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 typicallyOur 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, 2018,2021, we had outstanding foreign exchange contracts totaling $819 million,$1.1 billion, compared to $507 million$1.2 billion outstanding at December 31, 2017.2020. 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, 20182021 and the corresponding positions as of December 31, 2017:2020: 
 Notional Amount
Net Buy (Sell) by Currency2018 2017
British Pound$139
 $72
Euro89
 149
Australian Dollar(105) (64)
Chinese Renminbi(55) (73)
Brazilian Real(41) (45)
Notional Amount
Net Buy (Sell) by Currency20212020
Euro$164 $177 
British pound128 86 
Norwegian krone28 32 
Chinese renminbi(89)(90)
Australian dollar(76)(88)
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. DerivativeCurrently, 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, 2021 would reduce the value of those monetary assets and liabilities by approximately $57$59 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.




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® 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
51


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors
and Stockholders of Motorola Solutions, Inc.:
OpinionOpinions 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)(the “Company”) as of December 31, 20182021 and 2017,2020, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity (deficit), and of cash flows for each of the three years in the three‑year period ended December 31, 2018, and2021, 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, 2021, 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 consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017, 2020, and the results of itsoperations and itscash flows for each of the three years in the three‑year period ended December 31, 2018, 2021in conformity with U.S.accounting principles generally accepted accounting principles.
We also have audited, in accordance with the standardsUnited States of America. Also in our opinion, the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’smaintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2021, 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’sCOSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changedreporting, and for its method of accounting for revenue recognition in 2018 due to the adoption of ASU No. 2014-09, “Revenue from Contracts with Customers”.

Basis for Opinion
These consolidated financial statements are the responsibilityassessment 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 opinionopinions on thesethe Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the PCAOBPublic 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 auditaudits 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 consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial 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 consolidatedfinancial 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 consolidatedfinancial 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.
kpmga08.jpgDefinition 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
52


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, $1.9 billion of the Company’s total revenues for the year ended December 31, 2021 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 16, 2022
We have served as the Company’s auditor since 1959.2018.
Chicago, Illinois
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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)202120202019
Net sales from products$4,463
 $3,772
 $3,649
Net sales from products$4,606 $4,087 $4,746 
Net sales from services2,880
 2,608
 2,389
Net sales from services3,565 3,327 3,141 
Net sales7,343
 6,380
 6,038
Net sales8,171 7,414 7,887 
Costs of products sales2,035
 1,686
 1,649
Costs of products sales2,104 1,872 2,049 
Costs of services sales1,828
 1,670
 1,520
Costs of services sales2,027 1,934 1,907 
Costs of sales3,863
 3,356
 3,169
Costs of sales4,131 3,806 3,956 
Gross margin3,480
 3,024
 2,869
Gross margin4,040 3,608 3,931 
Selling, general and administrative expenses1,254
 1,025
 1,044
Selling, general and administrative expenses1,353 1,293 1,403 
Research and development expenditures637
 568
 553
Research and development expenditures734 686 687 
Other charges334
 147
 224
Other charges286 246 260 
Operating earnings1,255
 1,284
 1,048
Operating earnings1,667 1,383 1,581 
Other income (expense):     Other income (expense):
Interest expense, net(222) (201) (205)Interest expense, net(208)(220)(220)
Gains (losses) on sales of investments and businesses, net16
 3
 (6)Gains (losses) on sales of investments and businesses, net1 (2)
Other53
 (10) 7
Other, netOther, net92 13 (365)
Total other expense(153) (208) (204)Total other expense(115)(209)(580)
Net earnings before income taxes1,102
 1,076
 844
Net earnings before income taxes1,552 1,174 1,001 
Income tax expense133
 1,227
 282
Income tax expense302 221 130 
Net earnings (loss)969
 (151) 562
Net earningsNet earnings1,250 953 871 
Less: Earnings attributable to noncontrolling interests3
 4
 2
Less: Earnings attributable to noncontrolling interests5 
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.$1,245 $949 $868 
Earnings per common share:Earnings per common share:
Basic:$5.95
 $(0.95) $3.30
Basic:$7.36 $5.58 $5.21 
Diluted:5.62
 (0.95) 3.24
Diluted:7.17 5.45 4.95 
Weighted average common shares outstanding:     Weighted average common shares outstanding:
Basic162.4
 162.9
 169.6
Basic169.2 170.0 166.6 
Diluted172.0
 162.9
 173.1
Diluted173.6 174.1 175.6 
Dividends declared per share$2.13
 $1.93
 $1.70
Dividends declared per share$2.92 $2.63 $2.35 
See accompanying notes to consolidated financial statements.

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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 interest3
 4
 2
Comprehensive income (loss) attributable to Motorola Solutions, Inc. common shareholders$763
 $(400) $109
 Years ended December 31
(In millions)202120202019
Net earnings$1,250 $953 $871 
Other comprehensive income (loss), net of tax (Note 4):
Foreign currency translation adjustments(24)50 34 
Defined benefit plans91 (56)291 
Total other comprehensive income (loss), net of tax67 (6)325 
Comprehensive income1,317 947 1,196 
Less: Earnings attributable to noncontrolling interests5 
Comprehensive income attributable to Motorola Solutions, Inc.$1,312 $943 $1,193 
See accompanying notes to consolidated financial statements.

55



Consolidated Balance Sheets 
December 31 December 31
(In millions, except par value)2018 2017(In millions, except par value)20212020
ASSETSASSETSASSETS
Cash and cash equivalents$1,246
 $1,205
Cash and cash equivalents$1,874 $1,254 
Restricted cash11
 63
Total cash and cash equivalents1,257
 1,268
Accounts receivable, net1,293
 1,523
Accounts receivable, net1,386 1,390 
Contract assets1,012
 
Contract assets1,105 933 
Inventories, net356
 327
Inventories, net788 508 
Other current assets354
 832
Other current assets259 242 
Total current assets4,272
 3,950
Total current assets5,412 4,327 
Property, plant and equipment, net895
 856
Property, plant and equipment, net1,042 1,022 
Operating lease assetsOperating lease assets382 468 
Investments169
 247
Investments209 158 
Deferred income taxes985
 1,023
Deferred income taxes916 966 
Goodwill1,514
 938
Goodwill2,565 2,219 
Intangible assets, net1,230
 861
Intangible assets, net1,105 1,234 
Other assets344
 333
Other assets558 482 
Total assets$9,409
 $8,208
Total assets$12,189 $10,876 
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$5 $12 
Accounts payable592
 593
Accounts payable851 612 
Contract liabilities1,263
 
Contract liabilities1,650 1,554 
Accrued liabilities1,210
 2,286
Accrued liabilities1,557 1,311 
Total current liabilities3,096
 2,931
Total current liabilities4,063 3,489 
Long-term debt5,289
 4,419
Long-term debt5,688 5,163 
Operating lease liabilitiesOperating lease liabilities313 402 
Other liabilities2,300
 2,585
Other liabilities2,148 2,363 
Stockholders’ Equity   
Preferred stock, $100 par value
 
Common stock, $.01 par value:2
 2
Preferred stock, $100 par value: 0.5 shares authorized; none issued and outstandingPreferred stock, $100 par value: 0.5 shares authorized; none issued and outstanding — 
Common stock, $0.01 par value:Common stock, $0.01 par value: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: 12/31/21—169.6; 12/31/20—170.2Issued shares: 12/31/21—169.6; 12/31/20—170.2
Outstanding shares: 12/31/21—168.7; 12/31/20—169.4Outstanding shares: 12/31/21—168.7; 12/31/20—169.4
Additional paid-in capital419
 351
Additional paid-in capital987 759 
Retained earnings1,051
 467
Retained earnings1,350 1,127 
Accumulated other comprehensive loss(2,765) (2,562)Accumulated other comprehensive loss(2,379)(2,446)
Total Motorola Solutions, Inc. stockholders’ equity (deficit)(1,293) (1,742)Total Motorola Solutions, Inc. stockholders’ equity (deficit)(40)(558)
Noncontrolling interests17
 15
Noncontrolling interests17 17 
Total stockholders’ equity (deficit)(1,276) (1,727)Total stockholders’ equity (deficit)(23)(541)
Total liabilities and stockholders’ equity$9,409
 $8,208
Total liabilities and stockholders’ equity (deficit)Total liabilities and stockholders’ equity (deficit)$12,189 $10,876 
See accompanying notes to consolidated financial statements.

56



Consolidated Statements of Stockholders’ Equity (Deficit)
(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)SharesCommon Stock and Additional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsNoncontrolling Interests
Balance as of January 1, 2016174.5
 $44
 $(1,866) $1,716
 $10
Balance as of January 1, 2019Balance as of January 1, 2019164.0 $421 $(2,765)$1,051 $17 
Net earnings
 
 

 560
 2
Net earnings868 
ASU 2016-16 beginning balance adjustmentASU 2016-16 beginning balance adjustment30 
Other comprehensive incomeOther comprehensive income325 
Issuance of common stock and stock options exercisedIssuance of common stock and stock options exercised2.4 122 
Share repurchase programShare repurchase program(2.3)(315)
Issuances of common stock for acquisitionIssuances of common stock for acquisition1.4 160 
Share-based compensation expensesShare-based compensation expenses118 
Issuance of common stock for 2.00% senior convertible notesIssuance of common stock for 2.00% senior convertible notes5.5 988 
Dividends paid to noncontrolling interest in subsidiary common stockDividends paid to noncontrolling interest in subsidiary common stock(3)
Equity component of 1.75% senior convertible notesEquity component of 1.75% senior convertible notes10 
Dividends declaredDividends declared(395)
Repurchase of 2.00% senior convertible notesRepurchase of 2.00% senior convertible notes(1,318)
Balance as of December 31, 2019Balance as of December 31, 2019171.0 $501 $(2,440)$1,239 $17 
Net earningsNet earnings949 
Other comprehensive loss
 
 (451) 
 
Other comprehensive loss(6)
Issuance of common stock and stock options exercised3.0
 93
 
 
 
Issuance of common stock and stock options exercised3.1 131 
Share repurchase program(12.0) 

 
 (842) 
Share repurchase program(3.9)(612)
Share-based compensation expense
 68
 
 
 
Share-based compensation expensesShare-based compensation expenses129 
Dividends paid to noncontrolling interest in subsidiary common stockDividends paid to noncontrolling interest in subsidiary common stock(4)
Dividends declared
 
 
 (286) 

Dividends declared(449)
Balance as of December 31, 2016165.5
 $205
 $(2,317) $1,148
 $12
Balance as of December 31, 2020Balance as of December 31, 2020170.2 $761 $(2,446)$1,127 $17 
Net earnings
 
 

 (155) 4
Net earnings1,245 
Other comprehensive income
 
 25
 
 
Other comprehensive income67 
Issuance of common stock and stock options exercised1.8
 82
 
 
 
Issuance of common stock and stock options exercised1.9 99 
Share repurchase program(5.7) 

 
 (483) 
Share repurchase program(2.5)(528)
Reclassification of stranded tax effects
 

 (270) 270 
Share-based compensation expense
 66
 
 
 
Share-based compensation expensesShare-based compensation expenses129 
Dividends paid to noncontrolling interest in subsidiary common stock
 
 
 
 (1)Dividends paid to noncontrolling interest in subsidiary common stock(5)
Dividends declared
 
 
 (313) 

Dividends declared(494)
Balance as of December 31, 2017161.6
 $353
 $(2,562) $467
 $15
Net earnings
 
 
 966
 3
Other comprehensive loss
 
 (203) 
 
Issuance of common stock and stock options exercised3.6
 168
 
 
 
Share repurchase program(1.2) 
 
 (132) 
ASU 2016-16 modified retrospective adoption
 
 
 (31) 
Share-based compensation expense
 73
 
 
 
ASU 2014-09 modified retrospective adoption
 
 
 127 
Dividends paid to noncontrolling interest in subsidiary common stock        (1)
Dividends declared

 

 
 (346) 
Repurchase of senior convertible notes

 (173) 
 
 
Balance as of December 31, 2018164.0
 $421
 $(2,765) $1,051
 $17
Balance as of December 31, 2021Balance as of December 31, 2021169.6 $989 $(2,379)$1,350 $17 
See accompanying notes to consolidated financial statements.

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Consolidated Statements of Cash Flows 
Years ended December 31 Years ended December 31
(In millions)2018 2017 2016(In millions)202120202019
Operating     Operating
Net earnings (loss) attributable to Motorola Solutions, Inc.$966
 $(155) $560
Earnings attributable to noncontrolling interests3
 4
 2
Net earnings (loss)969
 (151) 562
Adjustments to reconcile Net earnings (loss) to Net cash provided by operating activities:     
Net earningsNet earnings$1,250 $953 $871 
Adjustments to reconcile Net earnings to Net cash provided by operating activities:Adjustments to reconcile Net earnings to Net cash provided by operating activities:
Depreciation and amortization360
 343
 295
Depreciation and amortization438 409 394 
Non-cash other charges56
 32
 54
Non-U.S. pension settlement loss
 48
 26
Non-cash other charges (income)Non-cash other charges (income)3 (13)35 
U.S. pension settlement lossU.S. pension settlement loss — 359 
Gain from the extinguishment of 2.00% senior convertible notesGain from the extinguishment of 2.00% senior convertible notes — (4)
Share-based compensation expense73
 66
 68
Share-based compensation expense129 129 118 
Loss (gains) on sales of investments and businesses, net(16) (3) 6
Loss (gain) from the extinguishment of long term debt(6) 
 2
Losses (gains) on sales of investments and businesses, netLosses (gains) on sales of investments and businesses, net(1)(5)
Losses from the extinguishment of long-term debtLosses from the extinguishment of long-term debt18 56 50 
Changes in assets and liabilities, net of effects of acquisitions, dispositions, and foreign currency translation adjustments:     Changes in assets and liabilities, net of effects of acquisitions, dispositions, and foreign currency translation adjustments:
Accounts receivable62
 (60) (6)Accounts receivable3 90 (79)
Inventories71
 (46) 6
Inventories(284)(14)(74)
Other current assets and contract assets(251) (99) (185)Other current assets and contract assets(205)167 49 
Accounts payable, accrued liabilities, and contract liabilities271
 160
 241
Accounts payable, accrued liabilities, and contract liabilities578 (116)198 
Other assets and liabilities(523) (44) (117)Other assets and liabilities(126)(25)(5)
Deferred income taxes9
 1,100
 213
Deferred income taxes34 (25)(84)
Net cash provided by operating activities1,075
 1,346
 1,165
Net cash provided by operating activities1,837 1,613 1,823 
Investing     Investing
Acquisitions and investments, net(1,164) (404) (1,474)Acquisitions and investments, net(521)(287)(709)
Proceeds from sales of investments95
 183
 670
Proceeds from sales of investments16 11 16 
Capital expenditures(197) (227) (271)Capital expenditures(243)(217)(248)
Proceeds from sales of property, plant and equipment
 
 73
Proceeds from sales of property, plant and equipment6 56 
Net cash used for investing activities(1,266) (448) (1,002)Net cash used for investing activities(742)(437)(934)
Financing     Financing
Net proceeds from issuance of debtNet proceeds from issuance of debt844 892 1,804 
Repayment of debt(723) (21) (686)Repayment of debt(353)(914)(2,039)
Net proceeds from issuance of debt1,490
 10
 673
Issuance of common stock168
 82
 93
Purchase of common stock(132) (483) (842)
Settlement of conversion premium on convertible debt(169) 
 
Repayment of unsecured revolving credit facility drawRepayment of unsecured revolving credit facility draw (800)— 
Proceeds from unsecured revolving credit facility drawProceeds from unsecured revolving credit facility draw 800 — 
Revolving credit facility renewal feesRevolving credit facility renewal fees(7)— — 
Issuances of common stockIssuances of common stock102 108 114 
Purchases of common stockPurchases of common stock(528)(612)(315)
Settlement of conversion premium on 2.00% senior convertible notesSettlement of conversion premium on 2.00% senior convertible notes — (326)
Payment of dividends(337) (307) (280)Payment of dividends(482)(436)(379)
Payment of dividends to non-controlling interest(1) (1) 
Deferred acquisition costs(76) (2) 
Net cash provided by (used for) financing activities220
 (722) (1,042)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(40) 62
 (71)
Net increase (decrease) in cash, cash equivalents, and restricted cash(11) 238
 (950)
Cash, cash equivalents, and restricted cash, beginning of period1,268
 1,030
 1,980
Cash, cash equivalents, and restricted cash, end of period$1,257
 $1,268
 $1,030
Payment of dividends to noncontrolling interestPayment of dividends to noncontrolling interest(5)(4)(3)
Net cash used for financing activitiesNet cash used for financing activities(429)(966)(1,144)
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents(46)43 (1)
Net increase (decrease) in cash and cash equivalentsNet increase (decrease) in cash and cash equivalents620 253 (256)
Cash and cash equivalents, beginning of periodCash and cash equivalents, beginning of period1,254 1,001 1,257 
Cash and cash equivalents, end of periodCash and cash equivalents, end of period$1,874 $1,254 $1,001 
Supplemental Cash Flow Information     Supplemental Cash Flow Information   
Cash paid during the period for:     Cash paid during the period for:
Interest, net$204
 $176
 $191
Interest, net$207 $217 $221 
Income and withholding taxes, net of refunds119
 122
 66
Income and withholding taxes, net of refunds257 181 138 
See accompanying notes to consolidated financial statements.

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Notes to Consolidated Financial Statements
(Dollars in millions, except as noted)
1.    Summary of Significant Accounting Policies
Principles of Consolidation:The consolidated financial statements include the accounts of Motorola Solutions, Inc. (the “Company” or “Motorola Solutions”) and all controlled subsidiaries. All intercompany transactions and balances have been eliminated.
The consolidated financial statements as of December 31, 20182021 and 20172020 and for the years ended December 31, 2018, 20172021, 2020 and 2016,2019, include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company's consolidated financial position, results of operations, statements of comprehensive income, and statements of stockholders' equity and cash flows for all periods presented.
Use of Estimates:The preparation of financial statements in conformity with United States ("U.S.") Generally Accepted Accounting Principles ("GAAP") requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Revenue Recognition:Net sales consist of a wide range of goods and services including the delivery of devices, systems and system integration and a full set of software and service offerings. The Company recognizes revenues when, or as, it transfersrevenue to reflect the transfer of control of promised goods or services to its customers in an amount that reflects the consideration to which itthe Company expects to be entitled to in exchange for thosegoods or services.
The Products and Systems Integration segment is comprised of devices, systems, and systems integration for our LMR and Video Security and Access Control technologies. Direct customers of the Products and Systems Integration segment are typically government, public safety agencies, procuring at state, local, and federal levels as well as large commercial customers with secure mission-critical needs. Indirect customers are defined as customers purchasing professional commercial radios and video security, which are primarily sold through the Company's reseller partners to an end-customer base, composed of various industries where private communications networks and video security are used to secure operations and enable a mobile workforce. Contracts with the Company's customers are typically fixed fee, with consideration measured net of associated sales taxes, and, as it relates to our direct customers, funded through government appropriations. For Products and Systems Integration sales, the Company records consideration from shipping and handling on a gross basis within Net sales.
LMR and Video Security and Access Control devices include two-way portable and vehicle-mounted radios, fixed and mobile video cameras and accessories. Devices are considered capable of being distinct and distinct within the context of the Company's contracts. Revenue is recognized upon the transfer of control of the devices to the customer at a point in time, typically consistent with delivery under the applicable shipping terms. Devices are sold by both the direct sales force and through reseller partners. Revenue is generally recognized upon transfer of devices to reseller partners, rather than the end-customer, except for limited consignment arrangements. Provisions for returns and reseller discounts are made on a portfolio basis using historical data.
The Products and Systems Integration segment includes both customized radio networks and video security solutions, including the integration of these networks with devices, software, and applications within both LMR and Video Security and Access Control technologies. For systems contracts, revenue for the year ended December 31, 2021 was $1.9 billion compared to $1.8 billion for the year ended December 31, 2020 and $1.9 billion for the year ended December 31, 2019. The networks include the aggregation of promises to the customer to provide i) a radio network core and central processing software, base stations, consoles, and repeaters or ii) a video security solution including video analytics, network video management hardware and software, and access control solutions. The individual promises of the radio network are not distinct in the context of the contract, as the Company provides a significant service of integrating and customizing the goods and services. Referservices promised. The radio network represents a distinct performance obligation for which revenue is recognized over time, as the Company creates an asset with no alternative use and has an enforceable right to Note 2payment for further discussionwork performed. The Company's revenue recognition over time is based on an input measure of costs incurred, which depicts the transfer of control to its customers under its contracts. Products and Systems Integration revenue is recognized over an average duration of approximately one to two years. Individual promises of the Company’s accounting policiesvideo security solution are capable of being distinct and distinct in the context of the contract. Video security solutions are traditionally sold through reseller partners, with contracts negotiated under fixed pricing. Revenue is recognized upon the transfer of control of the video solution to the reseller partners, typically upon shipment.
The Software and Services segment provides a full set of offerings for government, public safety and commercial communication networks. Direct customers of the Software and Services segment are typically government, public safety and first-responder agencies and municipalities. Indirect customers are commercial customers who distribute broadband push-to-talk services to a final end customer base. Contracts with our customers are typically fixed fee, with consideration measured net of associated sales taxes, and, as it relates to our direct customers, funded through government appropriations.
Software offerings primarily include Command Center Software and Video Security and Access Control software and services which can be delivered either “as a service” or on-premise. Solutions delivered as a service consist of a range of promises including hosted software, technical support and the right to unspecified future software enhancements. Software is not distinct from the hosting service since the customer does not have the right to take possession of the software at any time during the term of the arrangement. The hosted software, technical support, and right to unspecified future software enhancements each represent a series of distinct services that are delivered concurrently using the same over-time method. As such, the promises are accounted for as a single performance obligation with revenue recognized on a straight-line basis.
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On-premise offerings consist of multiple promises primarily including software licenses and post-contract customer support. The promises are generally each distinct and distinct within the context of the contract as the customer benefits from each promise individually without any significant integration or interrelationship between the promises. On-premise software revenue is generally recognized at the point in time when the customer can benefit from the software which generally aligns with the beginning of the license period. Revenue for post-contract customer support is recognized over time as the customer simultaneously receives and consumes the services on a straight-line basis. In certain situations when the software license is not distinct within the context of the contract, revenue for the software license is recognized over time following the transfer of control under the arrangement.
Services include a continuum of service offerings beginning with repair, technical support and maintenance. More advanced offerings include: monitoring, software updates and cybersecurity services. Managed service offerings range from partial to full operation of customer-owned or Motorola Solutions-owned networks. Services are provided across all technologies and are both distinct and capable of being distinct in the context of the contract, representing a series of recurring services that the Company stands ready to perform over the contract term. Since services contracts typically allow for customers to terminate for convenience or for non-appropriations of fiscal funding, the contract term is generally considered to be limited to a monthly or annual basis, subject to customer renewal. While contracts with customers are typically fixed fee, certain managed services contracts may be subject to variable consideration related to the achievement of service level agreement performance measurements. The Company has not historically paid significant penalties under service level agreements, and accordingly, it does not constrain its customers.contract price. Certain contracts may also contain variable consideration driven by the number of users. Revenue is typically recognized on services over time as a series of services performed over the contract term on a straight-line basis.
The Company enters into arrangements which consist of multiple promises to our customers. The Company evaluates whether the promised goods and services are distinct or a series of distinct goods or services. Where contracts contain multiple performance obligations, the Company generally allocates the total estimated consideration to each performance obligation based on applying an estimated selling price (“ESP”) as our best estimate of standalone selling price. The Company determines ESP by: (i) collecting all reasonably available data points including sales, cost and margin analyses of the product or services, and other inputs based on its normal pricing and discounting practices, (ii) making any reasonably required adjustments to the data based on market and Company-specific factors, and (iii) stratifying the data points, when appropriate, based on major product or service, type of customer, geographic market, and sales volume.
The Company accounts for certain system contracts on an over-time basis, electing an input method of estimated costs as a measure of performance completed. The selection of the measurement of progress using estimated costs was based on a thorough consideration of alternatives of various output and input measures, including contract milestones and labor hours. However, the Company has determined that other input and output measures are not an appropriate measure of progress as they do not accurately align with the transfer of control on its customized systems. The selection of costs incurred as a measure of progress aligns the transfer of control to the overall production of the customized system.
For system contracts accounted for over time using estimated costs as a measure of performance completed, the Company relies on estimates around 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 be performed to meet the underlying performance obligation, determining Estimated Costs at Completion may be complex and subject to many variables. The Company has a standard and disciplined quarterly process in which 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 judgment about the ability and cost to achieve the project schedule, technical requirements, and other contract requirements. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of work to be performed, the availability and cost of materials, and performance by subcontractors, among other variables. Based on this analysis, any quarterly adjustment to net sales, cost of sales, and the related impact to operating income are recorded as necessary in the period they become known. When estimates of total costs to be incurred on a contract exceed estimates of total revenue to be earned, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.
Cash Equivalents:The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. Restricted cash was $11$2 million at both December 31, 20182021 and $63 million at December 31, 2017.2020.
Investments:InvestmentsThe Company generally invests in debt and equity securities classified as available-for-sale are carried at fair value with changes in fair value recorded in other comprehensive income. Certain investments are accounted for usingof a strategic nature.
The Company applies the equity method of accounting for equity investments if the Company has significant influence over the issuing entity.
The Company assesses declines in the fair value of debt securities and equity method investments to determine whether such declines are other-than-temporary. This assessment is made considering all available evidence, including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the fair value has been less than cost, the financial condition and the near-term prospectsCompany’s share of the entity issuing the security, and the Company’s ability and intent to hold the investment until recovery. Other-than-temporary impairments of investments areinvestee’s underlying net income or loss is recorded to Other within Other income (expense) in the Company’s Consolidated Statements of Operations in the period in which they become impaired..
Equity securities with readily determinable fair values are carried at fair value with changes in fair value recorded in Other, net within Other income (expense). Equity securities without readily determinable fair values are carried at cost, less impairments, if any, and adjusted for observable price changes for the identical or a similar investment of the same issuer. The Company performs a qualitative impairment assessment to determine if such investments are impaired. The qualitative assessment considers all available information, including declines in the financial performance of the issuing entity, the issuing
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entity’s operating environment, and general market conditions. Impairments of equity securities without readily determinable fair values are recorded in Other, net within Other income (expense).
Investments in debt securities are classified as available-for-sale and held-to-maturity on the basis of the Company’s intent and ability to hold the investments. Investments classified as available-for-sale are carried at fair value with changes reflected in other comprehensive income. Any credit-related impairment is recognized through an allowance for expected credit losses, and adjusted subsequently if conditions change, with a corresponding impact in earnings. Where there is an intention or a requirement to sell an impaired available-for-sale debt security, the entire impairment is recognized in earnings with a corresponding adjustment to the amortized cost basis of the security. Investments classified as held-to-maturity are carried at amortized cost less allowance for credit losses recorded through net income.
Inventories:Inventories are valued at the lower of average cost (which approximates cost on a first-in, first-out basis) orand net realizable value.
Property, Plant and Equipment:Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis, based on the estimated useful lives of the assets (leasehold improvements, fiveone to twenty years; machinery and equipment, twoone to tenfifteen years) and commences once the assets are ready for their intended use. When certain events or changes in operating conditions occur, useful lives of the assets may be adjusted or an impairment assessment may be performed on the recoverability of the carrying value.
Goodwill and Intangible Assets:Goodwill is assessed for impairment at least annually at the reporting unit, or more frequently if events or circumstances occur that would more likely than not reduce the fair value of a reporting unit below its carrying value level. The Company performs its annual assessment of goodwill for impairment in the fourth quarter of each fiscal year, typically through a qualitative assessment. Indicators of impairment include: (i) macroeconomic conditions, (ii) industry and market conditions, (iii) cost factors, including product and SG&Aselling, general and administrative costs, (iv) overall financial performance of the Company, (v) changes in share price, and (vi) other relevant company-specific events. If it’sit is determined that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, the Company will perform the first step of thea quantitative goodwill impairment process,test, which compares the fair value of the reporting unit to its bookcarrying value. If the fair valuecarrying amount of thea reporting unit is less thanexceeds its bookfair value, the Company performs a hypothetical purchase price allocation based onwould recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit's fair value to determine the fair value of the reporting unit's goodwill.unit. Fair value is determined using a combination of present value techniques and market prices of comparable businesses.


Intangible assets are amortized on a straight line basis over their respective estimated useful lives ranging from one to twenty years. The Company has no intangible assets with indefinite useful lives.
Leases:The Company leases certain office, factory and warehouse space, land and other equipment, principally under non-cancelable operating leases.
The Company determines if an arrangement is a lease at inception of the contract. The Company’s key considerations in determining whether a contract is or contains a lease include establishing whether the supplier has the ability to use other assets to fulfill its service or whether the terms of the agreement enable the Company to control the use of a dedicated asset during the contract term. In the majority of the Company’s contracts where it must identify whether a lease is present, it is readily determinable that the Company controls the use of the assets and obtains substantially all of the economic benefit during the term of the contract. In those contracts where identification is not readily determinable, the Company has determined that the supplier has either the ability to use another asset to provide the service or the terms of the contract give the supplier the right to operate the asset at its discretion during the term of the contract.
Right-of-use ("ROU") assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company’s lease payments are typically fixed or contain fixed escalators. The Company has elected to not separate lease and non-lease components for all of its current lease categories and therefore, all consideration is included in lease payments. For the Company’s leases consisting of land and other equipment (i.e. “communication network sites”), future payments are subject to variability due to changes in indices or rates. The Company values its ROU assets and lease liabilities based on the index or rate in effect at lease commencement. Future changes in the indices or rates are accounted for as variable lease costs. Other variable lease costs include items that are not fixed at lease commencement including property taxes, insurance, and operating charges that vary based on usage. ROU assets also include lease payments made in advance and are net of lease incentives.
As the majority of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rates based on the information available at the commencement date in determining the present value of future payments. The Company’s incremental borrowing rates are based on the term of the lease, the economic environment of the lease, and the effect of collateralization.
The Company's lease terms range from one to twenty-one years and may include options to extend the lease by one to ten years or terminate the lease after the initial non-cancelable term. The Company does not include options in the determination of the lease term for the majority of leases as sufficient economic factors do not exist that would compel it to continue to use the underlying asset beyond the initial non-cancelable term. However, for the Company's communication network site leases that are necessary to provide services to customers under managed service arrangements, the Company includes options in the lease term to the extent of the customer contracts to which those leases relate.
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Impairment of Long-Lived Assets:Long-lived assets, which include intangible assets, held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset (group) to future net undiscounted cash flows to be generated by the asset (group). If an asset (group) is considered to be impaired, the impairment to be recognized is equal to the amount by which the carrying amount of the asset (group) exceeds the asset's (group's) fair value calculated using a discounted future cash flows analysis or market comparable analysis. Assets held for sale, if any, are reported at the lower of the carrying amount or fair value less cost to sell.
Income Taxes:The Company records deferred income tax assets and liabilities based on the estimated future tax effects of differences between the financial and tax bases of assets and liabilities based on currently enacted tax laws. The Company's deferred and other tax balances are based on management's interpretation of the tax regulations and rulings in numerous tax jurisdictions. Income tax expenseexpenses and liabilities recognized by the Company also reflect its best estimates and assumptions regarding, among other things, the level of future taxable income, the effect of the Company's various tax planning strategies, and uncertain tax positions. Future tax authority rulings and changes in tax laws, changes in projected levels of taxable income, and future tax planning strategies could affect the actual effective tax rate and tax balances recorded by the Company.
Long-termLong-Term Receivables:Long-term receivables include trade receivables where contractual terms of the note agreement are greater than one year. The Company estimates credit losses on accounts receivable based on historical losses and then takes into account estimates of current and future economic conditions. Long-term receivables are considered impaired when management determines collection of all amountspast due if payments have not been received according to the contractual terms of the note agreement, including principal and interest, is no longer probable.interest. Impaired long-term receivables are valued based on the present value of expected future cash flows discounted at the receivable’s effective interest rate, or the fair value of the collateral if the receivable is collateral dependent. Interest income and late fees on impaired long-term receivables are recognized only when payments are received. Previously impaired long-term receivables are no longer considered impaired and are reclassified to performing when they have performed under restructuring for four consecutive quarters.
Environmental Liabilities:The Company maintains a liability related to ongoing remediation efforts of environmental media such as groundwater, soil, and soil vapor, as well as related legal fees for a designated Superfund site under the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as the “Superfund Act”) incurred by a legacy business. It is the Company’s policy to re-evaluate the reserve when certain events become known that will impact the future cash payments. When the timing and amount of the future cash payments are fixed or reliably determinable, the Company discounts the future cash flows used in estimating the accrual using a risk-free treasury rate. The current portion of the estimated environmental liability is included in the “Accrued liabilities”Accrued liabilities statement line and the non-current portion is included in the “Other liabilities”Other liabilities statement line within the Company’s Consolidated Balance Sheet.
Foreign Currency:Certain non-U.S. operations within the Company use their respective local currency as their functional currency. Those operations that do not have the U.S. dollar as their functional currency translate assets and liabilities at current rates of exchange in effect at the balance sheet date and revenues and expenses using rates that approximate those in effect during the period. The resulting translation adjustments are included as a component of Accumulated other comprehensive income (loss) in the Company’s Consolidated Balance Sheet. For those operations that have the U.S. dollar as their functional currency, transactions denominated in the local currency are measured in U.S. dollars using the current rates of exchange for monetary assets and liabilities and historical rates of exchange for nonmonetary assets. Gains and losses from remeasurement of monetary assets and liabilities are included in Other within Other income (expense) within the Company’s Consolidated Statements of Operations.
The Company uses financial instruments to reduce its overall exposure to the effects of currency fluctuations on cash flows. The Company’s policy prohibits speculation in financial instruments for profit on exchange rate fluctuations, trading in currencies for which there are no underlying exposures, or entering into transactions for any currency to intentionally increase the underlying exposure.
The Company’s strategy related to foreign exchange exposure management is to offset the gains or losses on the financial instruments against gains or losses on the underlying operational cash flows, net investments or monetary assets and liabilities based on the Company's assessment of risk. The Company enters into derivative contracts for some of its non-functional currency cash, receivables, and payables, which are primarily denominated in major currencies that can be traded on open markets. The Company typically uses forward contracts and options to hedge these currency exposures. In addition, the Company has entered into derivative contracts for some forecasted transactions or net investments in some of its 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 the Company’s 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.
Derivative Instruments:Gains and losses on hedging instruments that do not qualify for hedge accounting are recorded immediately in Other income (expense) within the Consolidated Statements of Operations. Gains and losses pertaining to instruments designated as net investment hedges that qualify for hedge accounting are recognized as a component of Accumulated other comprehensive income (loss).income. Components excluded from the assessment of hedge ineffectiveness in net investment hedges are included in Accumulated other comprehensive income (loss) at their initial value and amortized into Interest expense, net on a straight-line basis.
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Fair Value Measurements: The Company holds certain fixed income securities, equity securities and derivatives, which are recognized and disclosed at fair value in the financial statements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date and is measured using the fair value hierarchy. This hierarchy prescribes valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's assumptions about current market conditions. The prescribed fair value hierarchy and related valuation methodologies are as follows:
Level 1 — Quoted prices for identical instruments in active markets.
Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable, in active markets.
Level 3 — Valuations derived from valuation techniques, in which one or more significant inputs are unobservable.
Earnings Per Share:The Company calculates its basic earnings (loss) per share based on the weighted-average number of common shares issued and outstanding. Net earnings (loss) attributable to Motorola Solutions, Inc. is divided by the weighted average common shares outstanding during the period to arrive at the basic earnings (loss) per share. Diluted earnings (loss) per share is calculated by dividing net earnings (loss) attributable to Motorola Solutions, Inc. by the sum of the weighted averageweighted-average number of common shares used in the basic earnings (loss) per share calculation and the weighted averageweighted-average number of common shares that would be issued assuming exercise or conversion of all potentially dilutive securities, excluding those securities that would be anti-dilutive to the earnings (loss) per share calculation. Both basic and diluted earnings (loss) per share amounts are calculated for net earnings attributable to Motorola Solutions, Inc. for all periods presented.
Share-Based Compensation Costs:The Company grants share-based compensation awards and offers an employee stock purchase plan. The amount of compensation cost for these share-based awards is generally measured based on the fair value of the awards as of the date that the share-based awards are issued and adjusted to the estimated number of awards that are expected to vest. The fair values of stock options and stock appreciation rights are generally determined using a Black-Scholes option pricing model which incorporates assumptions about expected volatility, risk freerisk-free rate, dividend yield, and


expected life. Performance-based stock options, performance-contingent stock options, and market stock units vest based on market conditions and are therefore measured under a Monte Carlo simulation in order to simulate a range of possible future unit prices for Motorola Solutions over the performance period. Compensation cost for share-based awards is recognized on a straight-line basis over the vesting period.
Defined Benefit Plans:The Company records annual expenses relating to its defined benefit plans based on calculations which include various actuarial assumptions, including discount rates, assumed asset rates of return, compensation increases, and turnover rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. The effectsUnder relevant accounting rules, when almost all of the plan participants are considered inactive, the amortization period for certain unrecognized gains and losses and prior service costs and credits are amortized either overchanges from the average remaining service life or overperiod to the average remaining lifetime of the participants,participants. As such, depending on the number of active employees inspecific plan, the plan. Company amortizes gains and losses over periods ranging from nine to thirty years. Prior service costs will be amortized over periods ranging from two to thirty years. Benefits under all pension plans are valued based on the projected unit credit cost method.
The funded status, or projected benefit obligation less plan assets, for each plan, is reflected in the Company’s Consolidated Balance Sheets using a December 31 measurement date.
The benefit obligation and plan assets for the Company's U.S. Pension Benefit Plan and Postretirement Health Care Benefit Plan are measured as of December 31, 2021. The Company utilizes a five-year, market-related asset value method of recognizing asset related gains and losses.
Recent AcquisitionsAcquisitions:
On December 16, 2021, the Company acquired 911 Datamaster, Inc. ("911 Datamaster"), a Next Generation 911 ("NG911") data solutions provider, for $35 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $3 million to certain key employees that will be expensed over a service of two years. This acquisition reinforces the Company's strategy to be a leader in command center solutions and further supports 911 call centers’ unique organizational workflows as they transition to NG911 technologies. The business is a part of the Software and Services segment.
On October 29, 2021, the Company acquired Envysion, Inc. ("Envysion"), a leader in enterprise video security and business analytics, for $124 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $1 million to certain key employees that will be expensed over a service period of one year. This acquisition expands the Company's presence in the industry and reinforces the Company's strategy as a global leader in end-to-end video security solutions within Video Security and Access Control. The business is a part of both the Products and Systems Integration segment and the Software and Services segment.
On July 15, 2021, the Company acquired Openpath Security Inc. ("Openpath"), a cloud-based mobile access control provider for $298 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $29 million to certain key employees that will be expensed over an average service period of three years. The transaction also includes the potential for the Company to make earn-out payments based on Openpath's achievement of certain financial targets from January 1, 2022 through December 31, 2022. This acquisition expands the Company's ability to combine video security and
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access control solutions within Video Security and Access Control to help support enterprise customers. The business is a part of both the Products and Systems Integration segment and the Software and Services segment.
On August 28, 2020, the Company acquired the Callyo business ("Callyo"), a cloud-based mobile applications provider for law enforcement in North America for $63 million, inclusive of share-based compensation withheld at a fair value of $3 million that will be expensed over an average service period of two years. The acquisition was settled with $61 million in cash, net of cash acquired. This acquisition adds to the Company's existing Command Center Software suite critical mobile technological capabilities that enable information to flow seamlessly from the field to the command center. The business is a part of the Software and Services segment.
On July 31, 2020, the Company acquired Pelco, Inc. ("Pelco"), a global provider of video security solutions for a purchase price of $110 million. The acquisition was settled with $107 million of cash, net of cash acquired. The acquisition demonstrates the Company's continued investment in Video Security and Access Control, adding a broad range of products that can be used in a variety of commercial and industrial environments and use cases. The business is part of both the Products and Systems Integration segment and the Software and Services segment.
On June 16, 2020 the Company acquired IndigoVision Group plc ("IndigoVision") for a purchase price of $37 million. The acquisition was settled with $35 million of cash, net of cash acquired and debt assumed. The acquisition complements the Company's Video Security and Access Control technology, providing enhanced geographical reach across a wider customer base. The business is a part of both the Products and Systems Integration segment and the Software and Services segment.
On April 30, 2020, the Company acquired a cybersecurity services business for $32 million of cash, net of cash acquired. The acquisition expands the Company's ability to assist customers with cybersecurity needs through vulnerability assessments, cybersecurity consulting, and managed services including security monitoring of network operations. The business is a part of the Software and Services segment.
On March 3, 2020, the Company acquired a cybersecurity services business for $40 million, inclusive of share-based compensation withheld at a fair value of $6 million that will be expensed over a service period of two years. The acquisition was settled with $33 million of cash, net of cash acquired. The acquisition expands the Company's ability to assist customers with cybersecurity needs through vulnerability assessments, cybersecurity consulting, managed services and remediation and response capabilities. The business is a part of the Software and Services segment.
On October 16, 2019, the Company acquired a data solutions business for vehicle location information for a purchase price of $85 million, net of cash acquired. The acquisition enhances the Company's Video Security and Access Control technology by adding data to its existing license plate recognition (“LPR”) database within the Software and Services segment.
On July 11, 2019, the Company acquired WatchGuard, Inc. ("WatchGuard"), a provider of in-car and body-worn video solutions for $271 million, inclusive of share-based compensation withheld at a fair value of $16 million that will be expensed over an average service period of two years. The acquisition was settled with $250 million of cash, net of cash acquired. The acquisition expands the Company's Video Security and Access Control technology within both the Products and Systems Integration segment and the Software and Services segment.
On March 11, 2019, the Company acquired Avtec, Inc. ("Avtec"), a provider of dispatch communications for U.S. public safety and commercial customers for a purchase price of $136 million in cash, net of cash acquired. This acquisition expands the Company's commercial portfolio with new capabilities, allowing it to offer an enhanced platform for customers to communicate, coordinate resources and secure their facilities. The business is part of both the Products and Systems Integration segment and the Software and Services segment.
On January 7, 2019, the Company announced that it acquired VaaS International Holdings ("VaaS"), a company that is a leading global provider of data and image analytics for vehicle location for $445 million, inclusive of share-based compensation withheld at a purchase pricefair value of $445 million. This$38 million that will be expensed over an average service period of one year. The acquisition expands the Company's command center software portfolio.
On March 28, 2018, the Company completed the acquisitionwas settled with $231 million of Avigilon Corporation ("Avigilon"),cash, net of cash acquired, and 1.4 million of shares issued at a providerfair value of advanced security and video solutions including video analytics, network video management hardware and software, video cameras and access control solutions$160 million for a purchase price of $974 million.
On March 7, 2018, the Company completed the acquisition of Plant Holdings, Inc. ("Plant"), the parent company of Airbus DS Communications for a purchase price of $237$391 million. This acquisition expands Video Security and Access Control within both the Company's software portfolio inProducts and Systems Integration segment and the command center with additional solutions for Next Generation 9-1-1.Software and Services segment.
On August 28, 2017, the Company completed the acquisition of Kodiak Networks, a provider of broadband push-to-talk for commercial customers, for a purchase price of $225 million.
On March 13, 2017, the Company completed the acquisition of Interexport, a managed service provider of communications systems to public safety and commercial customers in Chile, for a purchase price of $98 billion Chilean pesos, or approximately $147 million.
OnNovember 10, 2016, the Company completed the acquisition of Spillman Technologies ("Spillman"), a provider of comprehensive law enforcement and public safety software solutions, for a purchase price of$221 million. The acquisition expands the Company's command center software and services portfolio and enables it to offer a full suite of solutions to a broader customer base.
On February 19, 2016, the Company completed the acquisition of Guardian Digital Communications Limited ("GDCL"), a holding company of Airwave Solutions Limited ("Airwave"), the largest private operator of a public safety network in the world. All of the outstanding equity of GDCL was acquired for the sum of £1, after which the Company invested into GDCL £698 million, net of cash acquired, or approximately $1.0 billion, to settle all third party debt.
Recent Accounting Pronouncements:
In February 2016,August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases,2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity," which amends existingsimplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments. The new guidance removes the separation models for convertible debt with a cash conversion feature or a beneficial conversion feature. In addition, the new standard provides guidance on calculating the dilutive impact of convertible debt on earnings per share. The ASU clarifies that the average market price should be used to calculate the diluted earnings per share denominator when the exercise price or the number of shares that may be issued is variable. The ASU became effective for the Company on January 1, 2022, including interim periods, with early adoption permitted. The ASU permits the use of either a full or modified retrospective method of adoption. The Company does not expect the adoption to have a material impact on its financial statements and disclosures.
In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which will require lesseescompanies to recognize and measure contract assets and contract liabilities relating to contracts with customers that are acquired in a business combination in accordance with ASC
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Topic 606. Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the balance sheetsame basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted this ASU as of January 1, 2022 on a prospective basis and the rights and obligations created by long-term leases andadoption impact of the new standard will depend on the magnitude of future acquisitions. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to disclose additional quantitative and qualitative information about leasing arrangements. This was subsequently amended bythe adoption date.
In November 2021, the FASB issued ASU No. 2018-01, “Land Easement Practical Expedient2021-10, "Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance." This ASU requires disclosures that are expected to increase the transparency of transactions with a governmental entity accounted for Transition to Topic 842”; ASU No. 2018-10, “Codification Improvements to Topic 842, Leases”;by applying a grant or contribution accounting model by analogy, including disclosures around: (1) the types of transactions, (2) the accounting for those transactions, and ASU No. 2018-11, “Targeted Improvements.” The new standard establishes a right-of-use model ("ROU") that requires a lessee to recognize a ROU asset and lease liability(3) the effect of those transactions on the balance sheet for all leases with an initial term longer than twelve months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.
entity’s financial statements. The ASU is effective for the Company on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either the effective date or the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company will adopt the new standard on January 1, 2019 and use the effective date as the date of initial application. Consequently, financial information will not be updated and disclosures required under the new standard will not be provided for dates and2022, including interim periods, before January 1, 2019.
The new standard provides for a number of optional practical expedients in transition. The Company will elect the practical expedients, which permits the Company to not reassess prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company does not expect to elect the "use-of hindsight" practical expedient to determine the lease term or in assessing the likelihood that a lease purchase option will be exercised.
The new standard also provides practical expedients for an entity’s ongoing accounting. The Company currently expects to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, The Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for all leases.


The Company is continuing to assess the impact of the ASU on its consolidated financial statements, required disclosures, and changes to internal controls. Based on the preliminary work completed, the Company expects to recognize additional operating lease liabilities ranging from $600 million to $650 million, with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments determined under current leasing standards for existing operating leases less accumulated impairment losses.
In August 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) - Changes to the Disclosure Requirements for Defined Benefit Plans,” which modifies the disclosure requirements for the defined benefit pension plans and other postretirement plans. The ASU is effective for the Company on January 1, 2021 with early adoption permitted. The Company adopted this ASU requiresas of January 1, 2022 on a retrospective adoption method. The Companyprospective basis and does not believe the ASU willexpect it to have a material impact on its financial statementstatements and disclosures.
Recently Adopted Accounting Pronouncements:The Company early adopted ASU No. 2017-12 "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities" on December 1, 2018, using the modified retrospective method of adoption. The ASU requires a cumulative effect adjustment to the opening balance of retained earnings as of the beginning of the fiscal year of adoption for the previously recorded ineffectiveness included in retained earnings related to existing net investment hedges as of the date of adoption. The Company did not record a cumulative effect adjustment to retained earnings as no net investment hedges existed as of the ASU adoption date. New hedging relationships entered after the adoption date have been presented in the financial statements using the guidance of the ASU. There were no material changes to the Company’s financial statements from the adoption of the ASU.
The Company adopted ASU No. 2016-16, “Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory” on January 1, 2018 using the modified retrospective method of adoption. The Company recognized $31 million related to the cumulative effect of applying the ASU as an adjustment to its opening retained earnings balance. The comparative information has not been restated and continues to be reported under accounting standards in effect in those periods. This ASU eliminates the prior application of deferring the income tax effect of intra-entity asset transfers, other than inventory, until the transferred asset is sold to a third party or otherwise recovered through use. Under the ASU, the Company will recognize tax expense when intra-entity transfers of assets other than inventory occur.
The Company adopted ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” on January 1, 2018 using the retrospective method of adoption. The amendments in the ASU require that an employer disaggregate the service cost component from the other components of net periodic cost (benefit) and report that component in the same line item as other compensation costs arising from services rendered by employees during the period. The other components of net periodic cost (benefit) are required to be presented in the statement of operations separately from the service cost component and outside of operating earnings. The Company has restated its comparative period results to reflect the application of the presentation guidance of the ASU. As a result of the ASU, the presentation of net periodic cost (benefit) has been updated to classify all components of the Company’s net periodic benefit, with the exception of the service cost component, within Other in Other income (expense) on the statement of operations. The Company reclassified $75 million of benefits, $2 million of expense, and $19 million of benefits in the years ended December 31, 2018, 2017 and 2016, respectively.
The Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers," and all the related amendments (collectively “ASC 606”) on January 1, 2018 using the modified retrospective method. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to its opening retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect in those periods.
The Company has retained much of the same accounting treatment used to recognize revenue under ASC 606 as under accounting standards in effect in prior periods. Revenue on a significant portion of its Systems and Systems Integration contracts continues to be recognized under percentage of completion accounting, applying a cost-to-cost method. Services contracts continue to be recognized ratably over relevant contract terms as the Company stands ready to perform. Finally, revenue on equipment sales continues to be recognized based on delivery terms as aligned with the transfer of control.
Under the new standard, the Company identified distinct promises to transfer goods and services within its contracts. For system contracts that are recognized under percentage of completion accounting, the Company has considered the factors used to determine whether promises made in the contract are distinct and determined that devices and accessories represent distinct goods. Accordingly, adoption of the new standard impacts the Company's system contracts, with the result being revenue recognized earlier as control of devices and accessories transfers to the customer at a point in time rather than over time. For the remaining promised goods and services within the Company's system contracts, it continues to recognize revenue on these contracts using a cost-to-cost method based on the continuous transfer of control to the customer over time.
Under the new standard, revenue recognition for software sales is accelerated based on when control of software licenses and related support services are transferred to the customer. Amounts deferred under previous software accounting rules due to lack of vendor-specific objective evidence have been recognized as an adjustment through opening retained earnings.
Historically, the Company presented transactions that involved a third-party sales representative on a net basis. After considering the control concept and the remaining three indicators of gross presentation under the new standard, the Company has determined that it is the principal in contracts that involve a third-party sales representative. Thus, under the new standard, the Company presents associated revenues on a gross basis, with the affect being an equal increase to selling, general and administrative expenses for its cost of third-party commissions.


Under prior accounting standards, the Company expensed sales commissions and other costs to obtain a contract as incurred. However, under the new standard, the Company capitalizes sales commissions and certain other costs as incremental costs to obtain a contract. Such costs are classified as non-current contract cost assets within Other assets and amortized over a period that approximates the timing of revenue recognition on the underlying contracts.
The new standard clarified the definition of a receivable and requires the Company to present its net position in a contract with a customer on the balance sheet. The position is presented as either a receivable, contract asset, or a contract liability. Under the new definition, accounts receivable are unconditional rights to consideration from a customer. Contract assets represent rights to consideration from a customer in exchange for transferred goods and services that are conditional on events other than the passage of time. Contract liabilities represent obligations to transfer goods and services for which the Company has received, or is due, consideration from a customer. The Company reclassified its customer positions to align with the new definitions and presentation guidance. Accordingly, Unbilled accounts receivable and Costs and earnings in excess of billings have been reclassified from Accounts receivable and Other current assets, respectively, and are presented as Contract assets. Accounts receivable which are not due from customers have been reclassified into Other current assets. Deferred revenue, Billings in excess of costs and earnings, and Customer downpayments have been reclassified from Accrued liabilities and are presented as Contract liabilities. Non-current deferred revenue has been reclassified from Deferred revenue to Non-current contract liabilities within Other liabilities.
The cumulative effect of the changes made to our consolidated opening balance sheet as of January 1, 2018 due to the modified retrospective method of adoption of ASC 606 is as follows:
Balance Sheet (Selected captions)
(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, net327
 
 
 
 1
 328
Other current assets832
 (549) 24
 
 (23) 284
Deferred income taxes1,023
 
 
 
 (41) 982
Other assets333
 
 
 
 85
 418
LIABILITIES AND STOCKHOLDERS’ EQUITY
Contract liabilities$
 $
 $
 $1,099
 $(17) $1,082
Accrued liabilities2,286
 
 
 (1,099) 
 1,187
Other liabilities2,585
 
 
 
 (7) 2,578
Stockholders’ Equity           
Retained earnings467
 
 
 
 127
 594

The impact of the adoption of ASC 606 to the consolidated financial statements for the year ended December 31, 2018 is as follows:
Statements of Operations (Selected captions)
 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 margin3,480
 (82) 3,398
Selling, general and administrative expenses1,254
 (64) 1,190
Operating earnings1,255
 (18) 1,237
Net earnings before income taxes1,102
 (18) 1,084
Net earnings attributable to Motorola Solutions Inc.966
 (18) 948



Balance Sheet (Selected captions)
(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 assets1,012
 (1,012) 
Other current assets354
 531
 885
Deferred income taxes985
 41
 1,026
Other assets344
 (99) 245
LIABILITIES AND STOCKHOLDERS' EQUITY
Contract liabilities$1,263
 $(1,263) $
Accrued liabilities1,210
 1,275
 2,485
Other liabilities2,300
 10
 2,310
Stockholders’ Equity     
Retained earnings1,051
 (145) 906

There is no impact to the Consolidated Statements of Comprehensive Income (Loss) or the Statements of Cash Flows, with the exception of changes to Net earnings and changes within assets and liabilities as presented on the Consolidated Balance Sheet and disclosed above.
2.    Revenue from Contracts with Customers
In accordance with ASC 606, the Company recognizes revenue to reflect the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services. The Company records revenue following the five steps below:
1.Identify the contract with customers: A contract is an agreement between two or more parties that creates enforceable rights and obligations and specifies that enforceability is a matter of law. Contracts shall be accounted for when: (i) the parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations, (ii) the Company can identify each party’s rights regarding the goods or services to be transferred, (iii) the Company can identify the payment terms for the goods or services to be transferred, (iv) the contract has commercial substance (that is, the risk, timing, or amount of the Company’s future cash flow is expected to change as a result of the contract), and (v) it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. It is the Company’s customary business practice to obtain a signed legal document as evidence of an arrangement.
2.Identify performance obligations in contracts: The goods or services promised in a contract must be evaluated at inception to identify as a performance obligation each promise to transfer to the customer either: (i) a distinct good or service, or (ii) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.
3.Determine the transaction price: The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties. In determining the transaction price, the Company considers the following components: (i) variable consideration, (ii) significant financing, (iii) non-cash consideration, and (iv) consideration payable to a customer.
4.Allocate the transaction price: For a contract that has more than one distinct performance obligation, the Company must allocate the transaction price to each distinct performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying that specific performance obligation.
5.Recognize revenue when or as the entity satisfies a performance obligation: The Company recognizes revenue when, or as, it satisfies a performance obligation by transferring control of a promised good or service to a customer.




Disaggregation of Revenue
In January 2022 the Company began using LMR Communications, eliminating the "Mission Critical" descriptor from LMR Mission Critical Communications, to enhance investor understanding; this name change does not require any financial information to be reclassified from previous periods.
The following table summarizes the disaggregation of our revenue by segment, geography, major product and service type and customer type for the yearyears ended December 31, 2018,2021, 2020 and 2019, consistent with the information reviewed by our chief operating decision maker for evaluating the financial performance of operatingreportable segments:
Years Ended
202120202019
(in millions)Products and Systems IntegrationSoftware and ServicesTotalProducts and Systems IntegrationSoftware and ServicesTotalProducts and Systems IntegrationSoftware and ServicesTotal
Regions
North America$3,723 $1,838 $5,561 $3,418 $1,606 $5,024 $3,846 $1,430 $5,276 
International1,310 1,300 2,610 1,216 1,174 2,390 1,483 1,128 2,611 
$5,033 $3,138 $8,171 $4,634 $2,780 $7,414 $5,329 $2,558 $7,887 
Major Products and Services
LMR Communications$4,203 $2,205 $6,408 $3,992 $2,008 $6,000 $4,830 $1,891 $6,721 
Video Security and Access Control830 396 1,226 642 285 927 499 210 709 
Command Center Software 537 537 — 487 487 — 457 457 
$5,033 $3,138 $8,171 $4,634 $2,780 $7,414 $5,329 $2,558 $7,887 
Customer Type
Direct$3,147 $2,842 $5,989 $2,991 $2,558 $5,549 $3,441 $2,395 $5,836 
Indirect1,886 296 2,182 1,643 222 1,865 1,888 163 2,051 
$5,033 $3,138 $8,171 $4,634 $2,780 $7,414 $5,329 $2,558 $7,887 
(in millions)Products and Systems Integration Services and Software
Regions   
Americas$3,743
 $1,320
EMEA845
 755
Asia Pacific512
 168
   Total$5,100
 $2,243
    
Major Products and Services   
Devices$3,216
 $
Systems and Systems Integration1,884
 
Services
 1,815
Software
 428
   Total$5,100
 $2,243
    
Customer Type   
Direct$3,317
 $2,134
Indirect1,783
 109
   Total$5,100
 $2,243

Products and Systems Integration:The Products and Systems Integration segment is comprised of Systems, Devices and Systems Integration. Direct customers of the Products and Systems Integration segment are typically government, public safety and first-responder agencies, procuring at state, local, and federal levels as well as large commercial customers with secure mission-critical needs. Indirect customers are defined as customers purchasing professional commercial radios and Avigilon video solutions, which are primarily sold through the Company's reseller partners to an end-customer base, composed of various industries where private communications networks and video solutions are used to secure operations and enable a mobile workforce. Contracts with the Company's customers are typically fixed fee, with consideration measured net of associated sales taxes, and, as it relates to our direct customers, funded through government appropriations. On the Company's Products and Systems Integration sales, it records consideration from shipping and handling on a gross basis within Net sales.
Devices:Devices includes two-way portable and vehicle-mounted radios, accessories, software features, and upgrades. Devices also includes video cameras sold by Avigilon. Devices are considered capable of being distinct and distinct within the context of our contracts. Revenue is recognized upon the transfer of control of the devices to the customer at a point in time, typically consistent with delivery under the applicable shipping terms. Devices are sold by both the direct sales force and through reseller partners. Revenue is generally recognized upon transfer of devices to reseller partners, rather than the end-customer, except for limited consignment arrangements. Provisions for returns and reseller discounts are made on a portfolio basis using historical data.
Systems and Systems Integration:Systems and Systems Integration include customized radio network, video solutions and implementation, optimization, and integration of networks, devices, software, and applications. Radio network includes the aggregation of promises to the customer to provide the radio network core and central processing software, base stations, consoles, and repeaters. These individual promises are not distinct in the context of the contract, as the Company provides a significant service of integrating and customizing the goods and services promised. The radio network represents a distinct performance obligation for which revenue is recognized over time, as the Company creates an asset with no alternative use and has an enforceable right to payment for work performed. The Company's revenue recognition over time is based on an input measure of costs incurred, which depicts the transfer of control to its customers under its contracts. Systems and Systems Integration revenue is recognized over an average duration of approximately one to two years.
Systems also include Avigilon security and video solutions including: video analytics, network video management hardware and software, and access control solutions, which are capable of being distinct and distinct in the context of the contract. Avigilon security and video solutions are traditionally sold through reseller partners, with contracts negotiated


under fixed pricing. Provisions for returns are determined on a portfolio basis using historical data. Revenue is recognized upon the transfer of control of the video solution to the reseller partners, typically upon shipment.
Services and Software: The Services and Software segment provides a full set of offerings for government, public safety and commercial communication networks. Direct customers of the Services and Software segment are typically government, public safety and first-responder agencies and municipalities. Indirect customers are commercial customers who distribute broadband push-to-talk services to a final end customer base. Contracts with our customers are typically fixed fee, with consideration measured net of associated sales taxes, and, as it relates to our direct customers, funded through government appropriations.
Services: Services includes a continuum of service offerings beginning with repair, technical support and maintenance. More advanced offerings include: monitoring, software updates and cybersecurity services. Managed service offerings range from partial to full operation of customer or Motorola Solutions-owned networks. Services are provided across all radio network technologies. Services are both distinct and capable of being distinct in the context of the contract, representing a series of recurring services that the Company stands ready to perform over the contract term. Since services contracts typically allow for customers to terminate for convenience or for non-appropriations of fiscal funding, the contract term is generally considered to be limited to a monthly or annual basis, subject to customer renewal. While contracts with customers are typically fixed fee, certain managed services contracts may be subject to variable consideration related to the achievement of service level agreement performance measurements. The Company has not historically paid significant penalties under service level agreements, and accordingly, it does not constrain its contract price. Certain contracts may also contain variable consideration driven by the number of users. Revenue is typically recognized on services over time as a series of services performed over the contract term on a straight-line basis.
Software:Software offerings include public safety and enterprise command solutions, unified communications applications, and video software solutions delivered either “as a service” or on-premise. Solutions delivered as a service consist of a range of promises including hosted software, technical support and the right to unspecified future software enhancements. Software is not distinct from the hosting service since the customer does not have the right to take possession of the software at any time during the term of the arrangement. The hosted software, technical support, and right to unspecified future software enhancements each represent a series of distinct services that are delivered concurrently using the same over time method. As such, the promises are accounted for as a single performance obligation with revenue recognized on a straight-line basis.
 On-premise offerings consist of multiple promises primarily including software licenses and post-contract customer support. The promises are each distinct and distinct within the context of the contract as the customer benefits from each promise individually without any significant integration or interrelationship between the promises. On-premise software revenue is recognized at the point in time when the customer can benefit from the software which generally aligns with the beginning of the license period. Revenue for post-contract customer support is recognized over time as the customer simultaneously receives and consumes the services on a straight-line basis.
Significant Judgments
The Company enters into arrangements which consist of multiple promises to our customers. The Company evaluates whether the promised goods and services are distinct or a series of distinct goods or services. Where contracts contain multiple performance obligations, the Company generally allocates the total estimated consideration to each performance obligation based on applying an estimated selling price (“ESP”) as our best estimate of standalone selling price. The Company determines ESP by: (i) collecting all reasonably available data points including sales, cost and margin analyses of the product or services, and other inputs based on its normal pricing and discounting practices, (ii) making any reasonably required adjustments to the data based on market and Company-specific factors, and (iii) stratifying the data points, when appropriate, based on major product or service, type of customer, geographic market, and sales volume.
The Company accounts for certain system contracts on an over-time basis, electing an input method of estimated costs as a measure of performance completed. The selection of the measurement of progress using estimated costs was based on a thorough consideration of alternatives of various output and input measures, including contract milestones and labor hours. However, the Company has determined that other input and output measures are not an appropriate measure of progress as they do not accurately align with the transfer of control on its customized systems. The selection of costs incurred as a measure of progress aligns the transfer of control to the overall production of the customized system.
For system contracts accounted for over time using estimated costs as a measure of performance completed, the Company relies on estimates around 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 be performed to meet the underlying performance obligation, determining Estimated Costs at Completion may be complex and subject to many variables. We have a standard and disciplined quarterly process in which 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 judgment about the ability and cost to achieve the project schedule, technical requirements, and other contract requirements. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of work to be performed, the availability and cost of materials, and performance by subcontractors, among other variables. Based on this analysis, any quarterly adjustment to net sales, cost of sales, and the


related impact to operating income are recorded as necessary in the period they become known. When estimates of total costs to be incurred on a contract exceed estimates of total revenue to be earned, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.
Remaining Performance Obligations
Remaining performance obligations represent the revenue that is expected to be recognized in future periods related to performance obligations that are unsatisfied, or partially unsatisfied, as of the end of a period. The transaction pricevalue associated with remaining performance obligations which arewere not yet satisfied as of December 31, 2018 is $7.22021 was $9.2 billion. A total of $3.2$4.0 billion iswas from Products and Systems Integration performance obligations that arewere not yet satisfied, of which $1.7$2.2 billion is expected to be recognized in the next 12twelve months. The remaining amounts will generally be satisfied over time as systems are implemented. A total of $4.0$5.2 billion iswas from ServicesSoftware and SoftwareServices performance obligations that arewere not yet satisfied as of December 31, 2018.2021. The determination of ServicesSoftware and SoftwareServices performance obligations that are not satisfied takes into
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account a contract term that may be limited by the customer’s ability to terminate for convenience. Where termination for convenience exists in the Company's Servicesservices contracts, its disclosure of the remaining performance obligations that are unsatisfied assumes the contract term is limited until renewal. The Company expects to recognize $1.2$1.6 billion from unsatisfied ServicesSoftware and SoftwareServices performance obligations over the next 12twelve months, with the remaining performance obligations to be recognized over time as services are performed and software is implemented.
Contract Balances
(in millions)December 31, 2018
 January 1, 2018
Receivables$1,293
 $1,198
Contract assets1,012
 931
Contract liabilities1,263
 1,082
Non-current contract liabilities214
 162
Contract assets consist of amounts formerly classified as Costs and earnings in excess of billings and Unbilled accounts receivable where the Company does not yet have an unconditional right to bill. Contract liabilities consist of amounts formerly classified Billings in excess of costs and earnings recognized, Customer downpayments and Deferred revenue.
Payment terms on system contracts are typically tied to implementation milestones associated with progress on contracts, while revenue recognition is over time based on a cost-to-cost method of measuring performance. The Company may recognize a contract asset or contract liability, depending on whether revenue has been recognized in excess of billings or billings in excess of revenue. Services contracts are typically billed in advance, generating Contract liabilities until the Company has performed the services. The Company does not record a financing component to contracts when it expects, at contract inception, that the period between the transfer of a promised good or service and related payment terms are less than a year.
Contract Balances
December 31 (in millions)202120202019
Accounts receivable, net$1,386 $1,390 $1,412 
Contract assets1,105 933 1,046 
Contract liabilities1,650 1,554 1,449 
Non-current contract liabilities306 283 274 
Revenue recognized during the year ended December 31, 20182021 which was previously included in Contract liabilities as of January 1, 20182021 was $836 million.$1.0 billion, compared to $946 million of revenue recognized during the year ended December 31, 2020 which was previously included in Contract liabilities as of January 1, 2020, and $854 million of revenue recognized during the year ended December 31, 2019 which was previously included in Contract liabilities as of January 1, 2019. Revenue of $15$4 million was reversed during the year ended December 31, 20182021 related to performance obligations satisfied, or partially satisfied, in previous periods, primarily driven by changes in the estimates of progress on system contracts.contracts, compared to $53 million during the year ended December 31, 2020 and $50 million during the year ended December 31, 2019.
There have been no material impairmentexpected credit losses recognized on contract assets during the year ended December 31, 2018.

2021.
Contract Cost Balances
(in millions)December 31, 2018
 January 1, 2018
December 31 (in millions)December 31 (in millions)202120202019
Current contract cost assets$30
 $62
Current contract cost assets$30 $23 $24 
Non-current contract cost assets98
 85
Non-current contract cost assets124 105 107 
Contract cost assets represent incremental costs to obtain a contract, primarily related to the Company's sales incentive plans, and certain costs to fulfill contracts. Contract cost assets are amortized into expense over a period that follows the passage of control to the customer over time. Incremental costs to obtain a contract with the Company's sales incentive plans are accounted for under a portfolio approach, with amortization ranging from one year to foureight years to approximate the recognition of revenues over time. Where incremental costs to obtain a contract will be recognized in one year or less, the Company applies a practical expedient around expensing amounts as incurred. Amortization of contract cost assets was $44$52 million for the year ended December 31, 2018.2021, compared to $49 million as of the year ended December 31, 2020 and $42 million as of the year ended December 31, 2019.




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3.    Leases
The Company leases certain office, factory and warehouse space, land and other equipment, principally under non-cancelable operating leases.
Components of Lease Expense
(in millions)December 31, 2021December 31, 2020
Lease expense:
Operating lease cost$133 $130 
Finance lease cost
Amortization of right-of-use assets$10 $11 
Interest on lease liabilities 
Total finance lease cost$10 $12 
Short-term lease cost$2 $
Variable cost36 37 
Sublease income(7)(5)
Net lease expense$174 $177 
Lease Assets and Liabilities
(in millions)Statement Line ClassificationDecember 31, 2021December 31, 2020
Assets:
Operating lease assetsOperating lease assets$382 $468 
Finance lease assetsProperty, plant, and equipment, net16 30 
$398 $498 
Current liabilities:
Operating lease liabilitiesAccrued liabilities$124 $126 
Finance lease liabilitiesCurrent portion of long-term debt4 11 
$128 $137 
Non-current liabilities:
Operating lease liabilitiesOperating lease liabilities$313 $402 
Finance lease liabilitiesLong-term debt 
$313 $407 
For the year ended December 31, 2020, the Company exercised a break option reducing the term of an International office lease by five years. This resulted in a reduction to both the Operating lease asset and Operating lease liabilities by approximately $47 million.
Other Information Related to Leases
(in millions)December 31, 2021December 31, 2020
Supplemental cash flow information:
Net cash used for operating activities related to operating leases$145 $144 
Net cash used for operating activities related to finance leases 
Net cash used for financing activities related to finance leases11 12 
Assets obtained in exchange for lease liabilities:
Operating leases$40 $84 
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December 31, 2021December 31, 2020
Weighted average remaining lease terms (years):
Operating leases66
Finance leases12
Weighted average discount rate:
Operating leases3.11 %3.30 %
Finance leases3.99 %4.21 %
Future Lease Payments
December 31 (in millions)Operating LeasesFinance LeasesTotal
2022$136 $$140 
202382 — 82 
202467 — 67 
202553 — 53 
202641 — 41 
Thereafter102 — 102 
Total lease payments$481 $$485 
Less: Interest44 — 44 
Present value of lease liabilities$437 $$441 

4.    Other Financial Data
Statement of Operations Information
Other Charges (Income)
Other charges (income) included in Operating earnings consist of the following:
Years ended December 312018
2017 2016
Other charges (income):     
Intangibles amortization (Note 14)$188
 $151
 $113
Reorganization of businesses (Note 13)61
 33
 77
Loss (gain) on legal settlements3
 (1) 
Asset impairments1
 10
 21
Environmental reserve expense57
 
 
Gain on the recovery of financial receivables
 (47) 
Acquisition-related transaction fees24
 1
 13
 $334
 $147
 $224
Years ended December 31 (in millions)202120202019
Other charges (income):
Intangibles amortization (Note 15)$236 $215 $208 
Reorganization of businesses (Note 14)24 57 40 
Losses on legal settlements3 
Asset impairments — 
Gain on sale of property, plant, and equipment (50)— 
Operating lease asset impairments10 — 
Acquisition-related transaction fees15 
Other(2)
 $286 $246 $260 
During the year ended December 31, 2018,2021, the Company became awarerecognized $10 million of additional remediation requirements foroperating lease impairments primarily relating to the Superfund site, resultingconsolidation of acquired U.S. manufacturing and distribution facilities. This loss has been recognized in a charge of $57 million primarily due to: (i) changesOther charges in the expected timeline of the remediation activities to 30 years and (ii) additional costs for further remediation efforts, increasing the reserve to $107 million. The current portion of the estimated environmental liability is included in the “Accrued liabilities” statement line and the non-current portion is included in the “Other liabilities” statement line within the Company's Consolidated Balance Sheet.
Statements of Operations. During the year ended December 31, 2018,2020, the Company expensed $24recorded a $50 million of acquisition-related transaction fees related to the acquisitions of Avigilon, Plant, and VaaS compared to $1 million during the year ended December 31, 2017, and $13 million during the year ended December 31, 2016 related to the acquisition of Airwave.
During the years ended December 31, 2018, December 31, 2017 and December 31, 2016, the Company recognized $1 million, $10 million and $21 million, respectively, of asset impairments. During the years ended December 31, 2017 and December 31, 2016, the impairments were primarily related to building impairments fromgain on the sale of various corporate anda manufacturing facilities.facility in Europe.
During the year ended December 31, 2017, the Company recognized a net gain of $47 million related to the recovery, through legal procedures to seize and liquidate assets, of financial receivables owed to the Company by a former customer of its legacy Networks business. The net gain of $47 million was based on $57 million of proceeds received, net $10 million of fees owed to third parties for their involvement in the recovery.
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Other Income (Expense)
Interest expense, net, and Other both included in Other income (expense) consist of the following: 
Years ended December 31 (in millions)202120202019
Interest expense, net:
Interest expense$(215)$(233)$(237)
Interest income7 13 17 
$(208)$(220)$(220)
Other, net:
Net periodic pension and postretirement benefit (Note 8)$123 $81 $78 
Loss from the extinguishment of long-term debt (Note 5)(18)(56)(50)
Gains from the extinguishment of 2.00% senior convertible notes (Note 5) — 
Investment impairments (4)(18)
Foreign currency gain (loss)17 (44)(22)
Gain (loss) on derivative instruments(30)25 (8)
Gains on equity method investments5 
Fair value adjustments to equity investments(8)(3)
U.S. pension settlement (Note 8) — (359)
Other3 10 
 $92 $13 $(365)
Years ended December 312018 2017 2016
Interest expense, net:     
Interest expense$(240) $(215) $(225)
Interest income18
 14
 20
 $(222) $(201) $(205)
Other:     
Net periodic pension and postretirement benefit (Note 7)$75
 $46
 $45
Non-U.S. pension settlement loss (Note 7)
 (48) (26)
Gain (loss) from the extinguishment of long-term debt (Note 4)6
 
 (2)
Investment impairments(5) 
 (4)
Foreign currency gain (loss)(24) (31) 46
Gain (loss) on derivative instruments(14) 15
 (56)
Gains on equity method investments1
 1
 5
Fair value adjustments to equity investments11
 
 
Realized foreign currency loss on acquisition
 
 (10)
Other3
 7
 9
 $53
 $(10) $7
During the year ended December 31, 2018, the Company recognized a foreign currency loss of $24 million, primarily driven by the Brazilian real, the Australian dollar and the Argentinian peso. In addition, the Company recognized a $14 million loss on derivative instruments related to foreign currency derivatives put in place to minimize the exposure to the Canadian dollar related to the purchase of Avigilon as well as $5 million of impairments on strategic investments. These losses were offset by an $11 million gain related to an increase in the fair value of common stock held in a strategic investment.
During the year ended December 31, 2017, the Company recognized a foreign currency loss of $31 million, primarily driven by the Euro and British pound, partially offset by a gain of $15 million, on derivative instruments put in place to minimize the foreign exchange risk related to currency fluctuations.
During the year ended December 31, 2016, the Company recognized foreign currency gain of $46 million, primarily driven by the British pound, offset by a loss of $56 million on derivative instruments put in place to minimize the foreign exchange risk related to currency fluctuations. The Company also realized a $10 million foreign currency loss on currency purchased and held in anticipation of the acquisition of Airwave during the year ended December 31, 2016.
Earnings Per Common Share
Basic and diluted earnings per common share from net earnings attributable to Motorola Solutions, Inc. are computed as follows: 
Amounts attributable to Motorola Solutions, Inc. common stockholdersAmounts attributable to Motorola Solutions, Inc. common stockholders
Net Earnings (loss) Net Earnings
Years ended December 312018 2017 2016Years ended December 31202120202019
Basic earnings per common share:     Basic earnings per common share:
Earnings (loss)$966
 $(155) $560
EarningsEarnings$1,245 $949 $868 
Weighted average common shares outstanding162.4
 162.9
 169.6
Weighted average common shares outstanding169.2 170.0 166.6 
Per share amount$5.95
 $(0.95) $3.30
Per share amount$7.36 $5.58 $5.21 
Diluted earnings per common share:     Diluted earnings per common share:
Earnings (loss)$966
 $(155) $560
EarningsEarnings$1,245 $949 $868 
Weighted average common shares outstanding162.4
 162.9
 169.6
Weighted average common shares outstanding169.2 170.0 166.6 
Add effect of dilutive securities:     Add effect of dilutive securities:
Share-based awards4.2
 
 2.7
Share-based awards4.0 4.1 4.7 
Senior Convertible Notes5.4
 
 0.8
2.00% senior convertible notes2.00% senior convertible notes— — 4.3 
1.75% senior convertible notes1.75% senior convertible notes0.4 — 0
Diluted weighted average common shares outstanding172.0
 162.9
 173.1
Diluted weighted average common shares outstanding173.6 174.1 175.6 
Per share amount$5.62
 $(0.95) $3.24
Per share amount$7.17 $5.45 $4.95 
In the computation of diluted earnings per common share for the year ended December 31, 2018,2021, the assumed exercise of 0.80.2 million options, including 0.60.1 million subject to market-based contingent option agreements, were excluded because their inclusion would have been antidilutive. In the computation of diluted earnings per common share for the year ended December 31, 2017, the Company recorded a net loss and, accordingly, the basic and diluted weighted average shares outstanding are equal because any increase to the basic shares would be antidilutive, including2020, the assumed exercise of 8.70.4 million stock options, the assumed vesting of 1.4including 0.1 million RSUs, and 3.1 million shares relatedsubject to the Senior Convertible Notes.market-based contingent option agreements, were excluded because their inclusion would have been antidilutive. In the computation of diluted earnings per common share for the year ended December 31, 2016,2019, the assumed exercise of 2.8 million stock options and the assumed vesting of 0.3 million RSUs,options, including 2.00.1 million subject to market-based contingent option agreements, were excluded because their inclusion would have been antidilutive.
On August 25, 2015,As of December 31, 2021, the Company issuedhad $1.0 billion of 2.0% Senior Convertible Notes1.75% senior convertible notes outstanding which mature inon September 2020 (the "Senior15, 2024 ("Senior Convertible Notes"). The notes became fully convertible as of August 25, 2017. On September 5, 2018,2021. The notes are convertible based on a conversion rate of 4.9140 per $1,000 principal amount (which is equal to an initial conversion price of $203.50 per share), adjusted for dividends declared through the Company agreed with Silver Lake Partners to re-purchase $200 million principaldate of settlement. In November 2021, the Company's Board of
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Directors approved an irrevocable determination requiring the future settlement of the convertible notes for aggregate consideration of $369 million in cash, inclusiveprincipal amount of the conversion premium. The Company paidSenior Convertible Notes to be settled in cash. Because the $369 million during the year ended December 31, 2018. In the event of an additional conversion, the Company intendscompany has irrevocably decided to settle the principal amount of the Senior Convertible Notes in cash. Sincecash, the Company’s intention is to settle the par value ofCompany did not reflect any shares underlying the Senior Convertible Notes in cash uponits diluted weighted average shares outstanding until the average stock price per share for the period exceeded the conversion onlyprice, which first occurred for the year ended December 31, 2021. The Company included the number of shares that would be issuable upon conversion (under the treasury stock method of accounting for share dilution) are included in ourthe Company’s computation of diluted earnings per share. The conversion price is adjusted for dividends declared through the date of settlement. Diluted earnings per share, has been calculated based uponon the amount by which the average stock price exceedsexceeded the conversion price.price for the period ended December 31, 2021. The value by which the Senior Convertible Notes exceeded their principal amount if converted as of December 31, 2021 was $286 million. Refer to "Note 5: Debt and Credit Facilities" for a further discussion of the Senior Convertible Notes.
Balance Sheet Information
Accounts Receivable, Net
Accounts receivable, net, consists of the following: 
December 312018 2017
Accounts receivable$1,344
 $1,568
Less allowance for doubtful accounts(51) (45)
 $1,293
 $1,523
During the year ended December 31, 2018, $297 million of Unbilled accounts receivable were reclassified to Contract assets and $24 million of non-customer miscellaneous receivables were reclassified to Other current assets as a result of the adoption of ASC 606.
December 3120212020
Accounts receivable$1,456 $1,465 
Less allowance for credit losses(70)(75)
 $1,386 $1,390 
Inventories, Net
Inventories, net, consist of the following: 
December 312018 2017December 3120212020
Finished goods$206
 $178
Finished goods$268 $271 
Work-in-process and production materials293
 282
Work-in-process and production materials643 360 
499
 460
911 631 
Less inventory reserves(143) (133)Less inventory reserves(123)(123)
$356
 $327
$788 $508 
Other Current Assets
Other current assets consist of the following:
December 312018 2017
Costs and earnings in excess of billings (Note 1)$
 $549
Current contract cost assets (Note 2)30
 62
Tax-related refunds receivables and prepayments138
 90
Other186
 131
 $354
 $832







December 3120212020
Current contract cost assets (Note 2)$30 $23 
Tax-related deposits (Note 7)41 52 
Other188 167 
 $259 $242 
Property, Plant and Equipment, Net
Property, plant and equipment, net, consist of the following: 
December 312018 2017December 3120212020
Land$10
 $11
Land$5 $
Leasehold improvements362
 316
Leasehold improvements474 439 
Machinery and equipment1,886
 2,122
Machinery and equipment2,439 2,276 
2,258
 2,449
2,918 2,721 
Less accumulated depreciation(1,363) (1,593)Less accumulated depreciation(1,876)(1,699)
$895
 $856
$1,042 $1,022 
Depreciation expense for the years ended December 31, 2018, 2017,2021, 2020, and 20162019 was $172$202 million, $192$194 million and $182$186 million, respectively.
Property, plant and equipment, net includes capital leases of $56 million, net of accumulated depreciation of $23 million, as of December 31, 2018.
70


Investments
Investments consist of the following:
December 3120212020
Common stock$69 $19 
Strategic investments, at cost35 46 
Company-owned life insurance policies81 77 
Equity method investments24 16 
 $209 $158 
December 312018 2017
Corporate bonds$1
 $2
Common stock19
 13
Strategic investments, at cost62
 78
Company-owned life insurance policies75
 141
Equity method investments12
 13
 $169
 $247
The Company’s common stock portfolio reflects investments in publicly-traded companies within the communications services sector and is valued utilizing active market prices for similar instruments. During the year ended December 31, 2021, the Company paid $50 million for equity securities of NewHold Investment Corp. ("NHIC"), a special purpose acquisition company ("SPAC") that completed a business combination with Evolv Technologies, Inc. After the business combination, NHIC was renamed “Evolv Technologies Holdings, Inc.” (together with its subsidiaries, “Evolv”). During the year ended December 31, 2021, the Company recognized a loss of $30 million in Other income (expense) related to a decrease in the fair value of the investment.
Strategic investments include investments in non-public technology-driven startup companies. Strategic investments do not have a readily determinable fair value and are recorded at cost, less any impairment, and adjusted for changes resulting from observable, orderly transactions for identical or similar securities. The Company did not recognize any significant adjustments to the recorded cost basis during the year ended December 31, 2018.2021.
The Company’s common stock portfolio reflects an investment inCompany recorded a publicly-traded company withingain on the communications services sectorsale of investments and is valued utilizing active market prices for similar instruments. Duringbusinesses of $1 million during the year ended December 31, 2018,2021, a loss on the Company recognized $11sale of investments and businesses of $2 million in Other income (expense) related to an increase in the fair value of the investments.
Company-owned life insurance policies are recorded at their cash surrender value. Duringfor the year ended December 31, 2018,2020 and a gain on sale of investments and businesses of $5 million during the Company withdrew $60 million of excess cash from its company-sponsored life insurance investments.year ended December 31, 2019.
During the year ended December 31, 2018, Gains on the sale of investments and businesses were $16 million, compared to $3 million during the year ended December 31, 2017, and losses of $6 million during the year ended December 31, 2016. During the year ended December 31, 2018,2021, the Company recorded no investment impairment charges, of $5 million, compared to $4 million during the year ended December 31, 2016,2020 and $18 million during the year ended December 31, 2019, representing other-than-temporary declines in the value of the Company’s strategic equity investment portfolio. There were no investment impairments recorded during the year ended December 31, 2017. Investment impairment charges are included in Other within Other income (expense) in the Company’s Consolidated Statements of Operations.
Other Assets
Other assets consist of the following: 
December 312018 2017
Defined benefit plan assets$135
 $133
Tax receivable39
 101
Non-current contract cost assets (Note 2)98
 
Other72
 99
 $344
 $333





December 3120212020
Defined benefit plan assets (Note 8)$365 $283 
Non-current contract cost assets (Note 2)124 105 
Other69 94 
 $558 $482 
Accrued Liabilities
Accrued liabilities consist of the following: 
December 3120212020
Compensation$360 $291 
Tax liabilities (Note 7)183 147 
Dividend payable134 120 
Trade liabilities235 164 
Operating lease liabilities (Note 3)124 126 
Other521 463 
 $1,557 $1,311 

71

December 312018 2017
Deferred revenue (Note 1)$
 $613
Compensation324
 273
Billings in excess of costs and earnings (Note 1)
 428
Tax liabilities (Note 6)111
 107
Deferred consideration on Airwave acquisition (Note 14)
 83
Dividend payable93
 84
Trade liabilities185
 151
Other497
 547
 $1,210
 $2,286

The deferred consideration in conjunction with the acquisition of Airwave was paid during the fourth quarter of 2018.
Other Liabilities
Other liabilities consist of the following: 
December 312018 2017
Defined benefit plans (Note 7)$1,557
 $2,019
Non-current contract liabilities (Note 2)214
 
Deferred revenue (Note 1)
 169
Unrecognized tax benefits (Note 6)51
 54
Deferred income taxes (Note 6)201
 115
Other277
 228
 $2,300
 $2,585
December 3120212020
Defined benefit plans (Note 8)$1,390 $1,578 
Non-current contract liabilities (Note 2)306 283 
Unrecognized tax benefits (Note 7)36 49 
Deferred income taxes (Note 7)183 180 
Other233 273 
 $2,148 $2,363 
Stockholders’ Equity Information
Share Repurchase Program:Through a series of actions, including approval in May 2021 to increase the boardauthorized amount by $2.0 billion, the Board of directorsDirectors has authorized the Company to repurchase in the aggregate up to $14.0$16.0 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, 2018,2021, the Company had used approximately $12.4$13.9 billion of the share repurchase authority, including transaction costs, to repurchase shares, leaving $1.6$2.1 billion of authority available for future repurchases.
The Company's share repurchases, including transaction costs, for 2018, 2017,2021, 2020, and 20162019 can be summarized as follows:
YearShares Repurchased (in millions)Average PriceAmount (in millions)
20212.5 $208.41 $528 
20203.9 155.93 612 
20192.3 137.35 315 
YearShares Repurchased (in millions) Average Price Aggregate Amount (in millions)
20181.2
 $112.42
 $132
20175.7
 85.32
 483
201612.0
 70.28
 842
Payment of Dividends: On November 15, 2018,18, 2021, the Company announced that its boardBoard of directorsDirectors approved an increase in the quarterly cash dividend from $0.52 per share to $0.57$0.71 per share of common stock to $0.79 per share of common stock.During the years ended December 31, 2018, 2017,2021, 2020, and 20162019 the Company paid $337$482 million, $307$436 million, and $280$379 million, respectively, in cash dividends to holders of its common stock. On January 14, 2022, the Company paid an additional $134 million in cash dividends to holders of its common stock.

72



Accumulated Other Comprehensive Loss
The following table displays the changes in Accumulated other comprehensive loss, including amounts reclassified into income, and the affected line items in the Consolidated Statements of Operations during the years ended December 31, 2018, 2017,2021, 2020, and 2016:2019:
Years ended December 31
202120202019
Foreign Currency Translation Adjustments:
Balance at beginning of period$  (360)$(410)$  (444)
Other comprehensive income (loss) before reclassification adjustment(30)55 35 
Tax benefit (expense)6 (5)(1)
Other comprehensive income (loss), net of tax(24)50 34 
Balance at end of period$(384)$(360)$(410)
Defined Benefit Plans:
Balance at beginning of period$(2,086)$(2,030)$(2,321)
Other comprehensive income (loss) before reclassification adjustment37 (130)337 
Tax benefit (expense)(7)30 (85)
Other comprehensive income (loss) before reclassification adjustment, net of tax30 (100)252 
Reclassification adjustment - Actuarial net losses into Other income (expense)89 76 65 
Reclassification adjustment - Prior service benefits into Other income (expense)(8)(18)(15)
Tax expense(20)(14)(11)
Reclassification adjustments into Net earnings, net of tax61 44 39 
Other comprehensive income (loss), net of tax91 (56)291 
Balance at end of period$(1,995)$(2,086)$(2,030)
Total Accumulated other comprehensive loss$(2,379)$(2,446)$(2,440)


73
 Years ended December 31
 2018 2017 2016
Foreign Currency Translation Adjustments:     
Balance at beginning of period$(353) $(494) $(266)
Other comprehensive income (loss) before reclassification adjustment(94) 133
 (227)
Tax benefit (expense)3
 8
 (1)
Other comprehensive income (loss), net of tax(91) 141
 (228)
Balance at end of period$(444) $(353) $(494)
Available-for-Sale Securities:     
Balance at beginning of period$6
 $
 $(3)
Other comprehensive income (loss) before reclassification adjustment(8) 8
 
Tax benefit (expense)2
 (2) 
Other comprehensive income (loss) before reclassification adjustment, net of tax(6) 6
 
Reclassification adjustment into Losses (Gains) on sales of investments and businesses
 
 5
Tax benefit
 
 (2)
Reclassification adjustment into Net earnings, net of tax
 
 3
Other comprehensive income (loss), net of tax(6) 6
 3
Balance at end of period$
 $6
 $
Defined Benefit Plans:     
Balance at beginning of period$(2,215) $(1,823) $(1,597)
Other comprehensive loss before reclassification adjustment(200) (260) (368)
Tax benefit (expense)46
 (213) 98
Other comprehensive loss before reclassification adjustment, net of tax(154) (473) (270)
Reclassification adjustment - Actuarial net losses into Other income (expense)76
 65
 53
Reclassification adjustment - Prior service benefits into Other income (expense)(15) (18) (27)
Reclassification adjustment - Non-U.S. pension settlement loss into Other income (expense)
 48
 26
Tax benefit(13) (14) (8)
Reclassification adjustments into Net earnings, net of tax48
 81
 44
Other comprehensive loss, net of tax(106) (392) (226)
Balance at end of period$(2,321) $(2,215) $(1,823)
      
Total Accumulated other comprehensive loss$(2,765) $(2,562) $(2,317)


During the year ended December 31, 2017, the Company reclassified $270 million of stranded tax effects out of Accumulated other comprehensive loss and into Retained earnings. The stranded tax effects remained a component of Accumulated other comprehensive loss as a result of the remeasurement of our deferred tax assets related to our U.S. Pension Plans through the statement of operations, to the U.S. federal tax rate of 21%. As a result, stranded tax effects within Accumulated other comprehensive loss which would not be realized at the established historical tax rates have been adjusted through equity.


4.5.    Debt and Credit Facilities
Long-Term Debt 
December 3120212020
3.5% senior notes due 2023$ $323 
4.0% senior notes due 2024585 583 
1.75% senior convertible notes due 20241,000 995 
6.5% debentures due 202570 70 
7.5% debentures due 2025252 252 
4.6% senior notes due 2028693 692 
6.5% debentures due 202824 24 
4.6% senior notes due 2029803 803 
2.3% senior notes due 2030893 892 
2.75% senior notes due 2031844  
6.625% senior notes due 203738 37 
5.5% senior notes due 2044396 396 
5.22% debentures due 209792 92 
Other long-term debt5 18 
5,695 5,177 
Adjustments for unamortized gains on interest rate swap terminations(2)(2)
Less: current portion(5)(12)
Long-term debt$5,688 $5,163 
December 312018 2017
2.0% Senior Convertible Notes due 2020$800
 $1,000
Term Loan due 2021399
 
3.5% senior notes due 2021397
 396
3.75% senior notes due 2022748
 747
3.5% senior notes due 2023596
 594
4.0% senior notes due 2024591
 590
6.5% debentures due 2025118
 118
7.5% debentures due 2025346
 346
4.6% senior notes due 2028690
 
6.5% debentures due 202836
 36
6.625% senior notes due 203754
 54
5.5% senior notes due 2044396
 396
5.22% debentures due 209791
 91
Other long-term debt62
 108
 5,324
 4,476
Adjustments for unamortized gains on interest rate swap terminations(4) (5)
Less: current portion(31) (52)
Long-term debt$5,289
 $4,419
On August 25, 2015,September 5, 2019, in connection with the Company's repurchase and settlement of the outstanding principal amount of 2.00% senior convertible notes due 2020 issued to Silver Lake Partners, the Company entered into an agreement with Silver Lake Partners to issue $1.0 billion of 2.0%the Senior Convertible Notes which mature in September 2020.Notes. Interest on these notes is payable semiannually. The notes became fully convertible as of August 25, 2017.September 5, 2021. The notes are convertible based on a conversion rate of 14.8252, as may be adjusted for dividends declared,4.9140 per $1,000 principal amount (which is currently equal to aan initial conversion price of $67.45$203.50 per share). The exercise price adjusts automatically for dividends. As of August 25, 2015, the Company recorded a long-term debt liability associated with the Senior Convertible Notes by determining the fair value of an equivalent debt instrument without a conversion option. Using a discount rate of 2.4%2.45%, which was determined based on a review of relevant market data, the Company calculated the fair value of the debt liability to be $992$986 million, indicating an $8a $14 million discount to be amortized over the expected life of the debt instrument. As of December 31, 2018,2021, the remaining unamortized debt discount hashad been fully amortized as a component of interest expense.
On September 5, 2018, In November 2021, the Company agreed with Silver Lake Partners to repurchase $200 million in principal amountCompany's Board of Directors approved an irrevocable determination requiring the Senior Convertible Notes for aggregate considerationfuture settlement of $369 million in cash, inclusive of the conversion premium. During the year ended December 31, 2018, the Company recorded a gain of $6 million from the extinguishment of the convertible debt. Of the $369 million paid to Silver Lake Partners, $169 million was paid during the third quarter of 2018 and the remaining $200 million was paid on October 15, 2018. The $200 million that was paid during the fourth quarter was from the additional $200 million issued on the outstanding 4.60% Senior notes due in 2028. The Company settled the issuance of these notes on October 5, 2018 and received net proceeds of $196 million. The value by which the Senior Convertible Notes exceeded their principal amount if converted as of December 31, 2018 was $673 million. In the event of an additional conversion, the Company intends to settle the principal amount of the Senior Convertible Notes to be settled in cash. For the year ended December 31, 2018, total interest expense relating to both the contractual interest coupon and amortization of the debt discount was $20 million, compared to $23 million for the year December 31, 2017 and $24 million for the year ended December 31, 2016.cash.
In FebruaryAugust of 2018,2020, the Company issued $500$900 million of 4.60% Senior2.30% senior notes due 2028.2030. The Company recognized net proceeds of $497$892 million after debt issuance costs and debt discounts. TheseA portion of these proceeds were then used to makeredeem $552 million in principal amount outstanding of the 3.75% senior notes due 2022 for a $500redemption price of $582 million, contributionexcluding $7 million of accrued interest. The remaining proceeds were used to repurchase $293 million in principal amount outstanding of its long-term debt under a tender offer, for a purchase price of $315 million, excluding $5 million of accrued interest. After accelerating the amortization of debt issuance costs and debt discounts, the Company recognized a loss of $56 million related to the Company's U.S. pension planredemption and the repurchase in Other, net within Other income (expense) in the first quarterConsolidated Statements of 2018.Operations.
In May of 2021, the Company issued $850 million of 2.75% senior notes due 2031. The Company recognized net proceeds of $844 million after debt issuance costs. A portion of these proceeds were then used to redeem $324 million in principal amount of the 3.5% senior notes due 2023 for a purchase price of $341 million, excluding $3 million of accrued interest. After accelerating the amortization of debt discounts and debt issuance costs, the Company recognized a loss of $18 million related to the redemption in Other, net within Other income (expense) in the Consolidated Statements of Operations.
The Company has an unsecured commercial paper program, backed by the 2021 Motorola Solutions Credit Agreement (defined below), under which the Company may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $2.2 billion outstanding at any one time. At maturity, the notes are paid back in full including the interest component. The notes are not redeemable prior to maturity. As of December 31, 2021, the Company had no outstanding debt under the commercial paper program.
Aggregate requirements for long-term debt maturities during the next five years are as follows: 2019—2022—$315 million; 2020—2023—$8011 million; 2021—2024—$810 million; 2022—1.6 billion; 2025—$767322 million; and 2023—$604 million.2026—the Company does not have any long-term debt maturities.
Credit Facilities
As of December 31, 2018,On March 24, 2021, the Company hadentered into a $2.2$2.25 billion syndicated, unsecured revolving credit facility scheduled to mature in April 2022,March 2026, which can be used for borrowing and letters of credit (the "2017"2021 Motorola Solutions Credit Agreement"). As of March 31, 2018, the Company borrowed $400 million under the facility to complete the Avigilon acquisition which was re-paid by December 31, 2018.
74


The 20172021 Motorola Solutions Credit Agreement includes a $500 million letter of credit sub-limit withand fronting commitments of $450 million of fronting commitments.million. Borrowings under the facility bear interest at the prime rate plus the applicable margin, or at a spread above the London Inter-bankInterbank Offered Rate ("LIBOR"), at the Company's option. The 2021 Motorola Solutions Credit Agreement includes provisions allowing the Company to replace LIBOR with a replacement benchmark rate in the future under certain conditions defined in the agreement. An annual facility fee is payable on the undrawn amount of the credit line. The interest rate and facility fee are subject to adjustment if the Company's credit rating changes. The Company must comply with certain customary covenants including a maximum leverage ratio, as defined in the


2017 2021 Motorola Solutions Credit Agreement. The Company was in compliance with its financial covenants as of December 31, 2018. No letters of credit were issued under the revolving credit facility as of December 31, 2018.2021.
Also in conjunction with the Avigilon acquisition in the first quarter of 2018, the Company entered into a term loan for $400 million with a maturity date of March 26, 2021 (the “Term Loan”). Interest on the Term Loan is variable, indexed to LIBOR, and paid monthly. The weighted average borrowing rates for amounts outstanding during the year ended December 31, 2018 was 3.47%. No additional borrowings are permitted and amounts borrowed and repaid or prepaid may not be re-borrowed.
5.6.    Risk Management
Foreign Currency Risk
The Company is 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. The Company uses financial instruments to reduce its overall exposure to the effects of currency fluctuations on cash flows. The Company’s policy prohibits speculation in financial instruments for profit on exchange rate fluctuations, trading in currencies for which there are no underlying exposures, or entering into transactions for any currency to intentionally increase the underlying exposure.
The Company’s strategy related to foreign exchange exposure management is to offset the gains or losses on the financial instruments against gains or losses on the underlying operational cash flows, net investments or monetary assets and liabilities based on the Company's assessment of risk. The Company enters into derivative contracts for some of its non-functional currency cash, receivables, and payables, which are primarily denominated in major currencies that can be traded on open markets. The Company typically uses forward contracts and options to hedge these currency exposures. In addition, the Company has entered into derivative contracts for some forecasted transactions or net investments in some of its 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 the Company’s 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, 2018,2021, the Company had outstanding foreign exchange contracts with notional amounts totaling $819 million,$1.1 billion, compared to $507 million$1.2 billion outstanding at December 31, 2017.2020. The Company 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 Company's five largest net notional amounts of the positions to buy or sell foreign currency as of December 31, 20182021 and the corresponding positions as of December 31, 2017:2020:
 Notional Amount
Net Buy (Sell) by Currency20212020
Euro$164 $177 
British pound128 86 
Norwegian krone28 32 
Chinese renminbi(89)(90)
Australian dollar(76)(88)
 Notional Amount
Net Buy (Sell) by Currency2018 2017
British Pound$139
 $72
Euro89
 149
Australian Dollar(105) (64)
Chinese Renminbi(55) (73)
Brazilian Real(41) (45)
Net Investment Hedges
During the year ended December 31, 2018, theThe Company entered intouses foreign exchange forward contracts with contract terms of 12 to sell €85 million, that expire in December 2019 as well as15 months to sell €10 million, that will expire in January 2020. The forward contracts have been designated ashedge against the effect of the British pound and the Euro exchange rate fluctuations against the U.S. dollar on a portion of its net investment hedges which are in place to partially hedge the Company's Euro foreign currency exposure on its net investments in certain foreign subsidiaries that are Euro-denominated.European operations. The gains and losses on the Company's net investments in Euro-denominated foreign operations, driven byCompany recognizes changes in foreign exchange rates, are economically offset by movements in the fair values of the forward contracts designated as net investment hedges. Any changes in fair value of the net investment hedges are reflected as a component of Accumulatedforeign currency translation adjustments within other comprehensive income (loss) withto offset a portion of the exceptionchange in translated value of the net investment being hedged, until the investment is sold or liquidated. The Company has elected to exclude the difference between the spot rate and the forward rate of the forward contract from its assessment of hedge effectiveness. The effect of the excluded component whichcomponents will be amortized on a straight-line basis to Interest expense, net.and recognized through interest expense. As of December 31, 2021, the Company had €100 million of net investment hedges in certain Euro functional subsidiaries and £100 million of net investment hedges in certain British pound functional subsidiaries.
Counterparty Risk
The use of derivative financial instruments exposes the Company to counterparty credit risk in the event of non-performance by counterparties. However, the Company’s risk is limited to the fair value of the instruments when the derivative is in an asset position. The Company actively monitors its exposure to credit risk. As of December 31, 2018,2021, all of the counterparties havehad investment grade credit ratings. As of December 31, 2018,2021, the credit risk with all derivative counterparties was approximately $5$7 million.

75



Derivative Financial Instruments
The following tables summarize the fair values and location in the Consolidated Balance Sheet of all derivative financial instruments held by the Company at December 31, 20182021 and 2017:2020: 
Fair Values of Derivative Instruments
Fair Values of Derivative Instruments AssetsLiabilities
Assets Liabilities
December 31, 2018Fair
Value
 Balance
Sheet
Location
 Fair
Value
 Balance
Sheet
Location
December 31, 2021December 31, 2021Fair
Value
Balance
Sheet
Location
Fair
Value
Balance
Sheet
Location
Derivatives designated as hedging instruments:Derivatives designated as hedging instruments:
Foreign exchange contractsForeign exchange contracts$Other assets$— Accrued liabilities
Derivatives not designated as hedging instruments:    Derivatives not designated as hedging instruments:
Foreign exchange contracts$5
 Other assets $4
 Accrued liabilitiesForeign exchange contracts$Other assets$Accrued liabilities
 
Fair Values of Derivative Instruments
Fair Values of Derivative Instruments AssetsLiabilities
Assets Liabilities
December 31, 2017Fair
Value
 Balance
Sheet
Location
 Fair
Value
 Balance
Sheet
Location
December 31, 2020December 31, 2020Fair
Value
Balance
Sheet
Location
Fair
Value
Balance
Sheet
Location
Derivatives designated as hedging instruments:    Derivatives designated as hedging instruments:
Foreign exchange contracts$
 Other assets $3
 Accrued liabilitiesForeign exchange contracts$— Other assets$Accrued liabilities
Derivatives not designated as hedging instruments:    Derivatives not designated as hedging instruments:
Foreign exchange contracts$5
 Other assets $2
 Accrued liabilitiesForeign exchange contracts$14 Other assets$Accrued liabilities
Total derivatives$5
   $5
  
The following table summarizes the effect of derivatives designated as hedging instruments, for the years ended December 31, 2018, 20172021, 2020 and 2016:2019: 
December 31Financial Statement Location December 31Financial Statement Location
Gain (Loss) on Derivative Instruments2018 2017 2016Gain (Loss) on Derivative Instruments202120202019
Foreign exchange contracts$
 $(3) $
Other comprehensive income (loss)Foreign exchange contracts$13 $(7)$Other comprehensive income (loss)
The following table summarizes the effect of derivatives not designated as hedging instruments, for the years ended December 31, 2018, 20172021, 2020 and 2016:2019: 
 December 31Financial Statement Location
Gain (Loss) on Derivative Instruments202120202019
Foreign exchange contracts$(30)$25 $(8)Other income (expense)

 December 31Financial Statement Location
Gain (Loss) on Derivative Instruments2018 2017 2016
Interest agreements$
 $
 $1
Other income (expense)
Foreign exchange contracts(14) 15
 (57)Other income (expense)
Total derivatives$(14) $15
 $(56) 

6.7.     Income Taxes
Components of Income Tax Expense
Components of earnings (loss) before income taxes are as follows:
Years ended December 31202120202019
United States$1,030 $1,029 $714 
Other nations522 145 287 
 $1,552 $1,174 $1,001 
76

Years ended December 312018 2017 2016
United States$980
 $959
 $651
Other nations122
 117
 193
 $1,102
 $1,076
 $844



Components of income tax expense (benefit) are as follows:
Years ended December 312018 2017 2016Years ended December 31202120202019
United States$16
 $43
 $20
United States$134 $117 $94 
Other nations88
 75
 31
Other nations98 98 93 
States (U.S.)20
 9
 18
States (U.S.)36 31 27 
Current income tax expense124
 127
 69
Current income tax expense268 246 214 
United States39
 1,078
 180
United States(2)(21)(61)
Other nations(18) (8) 36
Other nations22 (22)
States (U.S.)(12) 30
 (3)States (U.S.)14 (12)(1)
Deferred income tax expense9
 1,100
 213
Deferred income tax expense (benefit)Deferred income tax expense (benefit)34 (25)(84)
Total income tax expense$133
 $1,227
 $282
Total income tax expense$302 $221 $130 
Differences between income tax expense (benefit) computed at the U.S. federal statutory tax rate of 21% and income tax expense (benefit) as reflected in the Consolidated Statements of Operations are as follows:
Years ended December 31202120202019
Income tax expense at statutory rate$326 21.0 %$246 21.0 %$210 21.0 %
State income taxes, net of federal benefit55 3.5 %39 3.3 %32 3.2 %
U.S. tax expense (benefit) on undistributed non-U.S. earnings6 0.4 %(2)(0.2)%0.6 %
Non-U.S. tax expense on non-U.S. earnings8 0.5 %0.5 %0.4 %
Reserve for uncertain tax positions(10)(0.6)%— — %(3)(0.3)%
Other tax expense (benefit)3 0.2 %0.4 %(3)(0.3)%
Research credits(20)(1.3)%(28)(2.4)%(10)(1.0)%
Stock compensation(32)(2.1)%(48)(4.1)%(27)(2.7)%
Valuation allowances(34)(2.2)%0.3 %(79)(7.9)%
 $302 19.5 %$221 18.8 %$130 13.0 %
Years ended December 312018 2017 2016
Income tax expense at statutory rate$231
21.0 % $377
35.0 % $295
35.0 %
Non-U.S. tax expense (benefit) on non-U.S. earnings7
0.6 % (28)(2.6)% (25)(3.0)%
State income taxes, net of federal benefit11
1.0 % 39
3.6 % 26
3.1 %
Reserve for uncertain tax positions2
0.2 % 3
0.3 % (13)(1.6)%
Other provisions(1)(0.1)% 3
0.3 % 4
0.4 %
Valuation allowances(14)(1.3)% (8)(0.7)% (7)(0.8)%
Section 199 deduction
 % (18)(1.7)% (15)(1.7)%
U.S. tax on undistributed non-U.S. earnings6
0.5 % 20
1.9 % 25
3.0 %
Stock compensation(30)(2.7)% (14)(1.3)% (8)(1.0)%
Loss on sale of investment
 % (21)(2.0)% 
 %
U.S. tax reform(79)(7.2)% 874
81.2 % 
 %
 $133
12.0 % $1,227
114.0 % $282
33.4 %
Income tax expense for the year ended December 31, 2018 was $133 million, a decrease of $1.1 billion, primarily driven by the following items: (i) the U.S. corporate income tax rate decrease from 35% to 21% as a result of the U.S. Tax Cuts and Jobs Act (the ”Tax Act”) enacted December 22, 2017, (ii) $874 million of non-recurring charges during the prior year related to the enactment of the Tax Act, and (iii) $79 million of non-recurring benefits during the current year as a result of changes to 2017 Tax Act enactment-date provisional amounts. The effective tax rate isfor 2021 was below the current U.S. federal statutory rate of 21% primarily driven by adue to the partial release of the valuation allowance recorded on the U.S. foreign tax benefit due tocredit carryforward and the recognition of excess tax benefits of share-based compensation and tax benefits due to changes to 2017 Tax Act enactment-date provisional amounts.
Under the guidance in the U.S. Securities and Exchange Commission's Staff Accounting Bulletin No. 118 ("SAB 118"), the Company recorded provisional amounts for the impact of the Tax Act as of December 31, 2017, representing $874 million of incremental tax expense. Under the transitional provisions of SAB 118, the Company had a one-year measurement period to complete the accounting for the initial tax effects of the Tax Act. The Company recorded its final adjustments to the provisional amounts in 2018. Final regulations will be issued in the future and may be applied retroactively to the date of enactment of US Tax Reform that may result in changes to the tax amounts recorded as a result of the Tax Act. For the year ended December 31, 2018, the Company has recorded the following adjustments to the previously recorded provisional tax amounts:


 December 31, 2018December 31, 2017AdjustmentFinancial 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 earnings18
16
2
Current tax expense
Uncertain tax positions on foreign operations21
21

Current tax expense
Disallowed deduction of covered employees' incentive plans3

3
Deferred tax expense
   Total$795
$874
$(79) 
compensation.
Deferred tax balances that were recorded within Accumulated other comprehensive income (loss)loss in the Company’s Consolidated Balance Sheet, rather than Income tax expense, are athe result of retirement benefit adjustments and currency translation adjustments, and fair value adjustments to available-for-sale securities.adjustments. The adjustments were charges of $38$21 million for the year ended December 31, 2018 and2021, benefits of $49 million, and $87$11 million for the yearsyear ended December 31, 20172020 and 2016, respectively.charges of $97 million for the year ended December 31, 2019.
The Company evaluates its permanent reinvestment assertions with respect to foreign earnings at each reporting period and generally, except for certain earnings that the Company intends to reinvest indefinitely due to the capital requirements of the foreign subsidiaries or due to local country restrictions, accrues for the U.S. federal and foreign income tax applicable to the earnings. As a result of the 2017 U.S. Tax Cuts and Jobs Act ("the Tax Act"), dividends from foreign subsidiaries are now exempt or the earnings have been previously subject to U.S. tax. As a result, the tax accrual for undistributed foreign earnings is limited primarily to foreign withholding taxes and tax on inherent capital gains that would result from distribution of foreign earnings which are not permanently reinvested, and such earnings may be distributed without an additional charge.
Undistributed foreign earnings that the Company intends to reinvest indefinitely amounted to, in the aggregate, to $1.5 billion at December 31, 2018.2021. It is impracticable to determine the exact amount of unrecognized deferred tax liabilities on such earnings; however, due to the above-mentioned changes made under the Tax Act, the Company believes that the additional U.S. or foreign income tax charge with respect to such earnings, if distributed, would be immaterial.
Gross deferred tax assets were $2.0 billion and $2.1 billion atfor December 31, 20182021 and 2017,December 31, 2020, respectively. Deferred tax assets, net of valuation allowances, were $1.6$1.8 billion and $1.7 billion at December 31, 20182021 and $1.5 billion at December 31, 2017,2020, respectively. Gross deferred tax liabilities were $771 million$1.0 billion and $546$926 million at December 31, 20182021 and 2017,2020, respectively.
77


Significant components of deferred tax assets (liabilities) are as follows: 
December 312018 2017December 3120212020
Inventory$28
 $46
Inventory$29 $22 
Accrued liabilities and allowances84
 74
Accrued liabilities and allowances86 67 
Employee benefits402
 374
Employee benefits321 372 
Capitalized items(68) 18
Capitalized items(86)(61)
Tax basis differences on investments(2) 
Tax basis differences on investments(1)(3)
Depreciation tax basis differences on fixed assets47
 72
Depreciation tax basis differences on fixed assets23 52 
Undistributed non-U.S. earnings(26) (26)Undistributed non-U.S. earnings(36)(33)
Tax carryforwards613
 778
Tax attribute carryforwardsTax attribute carryforwards410 449 
Business reorganization10
 16
Business reorganization8 16 
Warranty and customer liabilities19
 21
Warranty and customer liabilities27 24 
Deferred revenue and costs147
 142
Deferred revenue and costs213 203 
Valuation allowances(461) (604)Valuation allowances(275)(341)
Operating lease assetsOperating lease assets(95)(103)
Operating lease liabilitiesOperating lease liabilities108 119 
Other(9) (3)Other1 
$784
 $908
$733 $786 
At December 31, 20182021 and 2017,2020, the Company had valuation allowances of $461$275 million and $604$341 million, respectively, against its deferred tax assets, including $86$53 million and $90$81 million, respectively, relating to deferred tax assets for non-U.S. subsidiaries. The Company’s U.S. valuation allowance decreased $139$38 million during 20182021 primarily relateddue to a $71 million release of valuation allowances as a result of changeschange in the Company's ability to 2017 Tax Act enactment-date provision amounts and $63 million ofutilize U.S. foreign tax credits expiring in 2018.and the expiration of tax attributes. The Company's non-U.S. valuation allowance decreased $28 million during 2021 primarily due to the expiration of tax attributes. The Company's valuation allowance for U.S. and non-U.S. decreased $5 million and $4 million, respectively, during 2020 primarily due to the expiration of tax attributes. The Company believes that the remaining deferred tax assets are more-likely-than-not to be realizable based on estimates of future taxable income and the implementation of tax planning strategies.


Tax attribute carryforwards are as follows: 
December 31, 2018Gross
Tax Loss
 Tax
Effected
 Expiration
Period
December 31, 2021December 31, 2021Gross
Tax Loss
Tax
Effected
Expiration
Period
United States:    United States:
U.S. tax losses$73
 $15
 2022-2036U.S. tax losses$144 $28 2028-2037
Foreign tax credits
 334
 2019-2023Foreign tax credits— 264 2022-2023
General business credits
 51
 2026-2037General business credits— 2030-2033
State tax losses
 35
 2019-2030State tax losses— 21 2022-2040
State tax credits
 32
 2019-2031State tax credits— 12 2022-2040
Non-U.S. Subsidiaries:    
Non-U.S. subsidiaries:Non-U.S. subsidiaries:
Japan tax losses102
 32
 2019-2025Japan tax losses11 2022-2029
Germany tax losses26
 8
 Unlimited
United Kingdom tax losses81
 14
 UnlimitedUnited Kingdom tax losses111 28 Unlimited
Singapore tax losses33
 6
 UnlimitedSingapore tax lossesUnlimited
Canada tax losses46
 12
 2024-2025Canada tax losses19 2034-2040
Spain tax creditsSpain tax credits— 19 2022-2029
Other subsidiaries tax losses128
 36
 VariousOther subsidiaries tax losses74 16 Various
Spain tax credits
 25
 Various
Other subsidiaries tax credits
 13
 VariousOther subsidiaries tax credits— 10 Various
  $613
    $410  
The Company had unrecognized tax benefits of $76$43 million and $64 million at both December 31, 20182021 and December 31, 2017,2020, respectively, of which approximately $30$36 million and $53 million, if recognized, would affecthave affected the effective tax rate for both 20182021 and 2017, net of resulting changes to valuation allowances.2020, respectively.


78



A roll-forward of unrecognized tax benefits is as follows: 
(in millions)20212020
Balance at January 1$64 $70 
Additions based on tax positions related to current year1 
Additions for tax positions of prior years2 
Reductions for tax positions of prior years (6)
Settlements and agreements(18)(8)
Lapse of statute of limitations(6)(2)
Balance at December 31$43 $64 
 2018 2017
Balance at January 1$76
 $68
Additions based on tax positions related to current year4
 10
Additions for tax positions of prior years1
 22
Reductions for tax positions of prior years
 (1)
Settlements and agreements(2) (20)
Lapse of statute of limitations(3) (3)
Balance at December 31$76
 $76
The Company recorded $36 million and $49 million of unrecognized tax benefits in other liabilities at December 31, 2021 and December 31, 2020, respectively.
The Internal Revenue Service ("IRS") is currently examininghas concluded the examination of the Company's 2014 and 2015 tax years. The Company also has several state and non-U.S. audits pending. A summary of open tax years by major jurisdiction is presented below: 
JurisdictionTax Years
United States2014-20182018-2021
Australia2012-20182017-2021
Canada2014-20182017-2021
Germany2011-20182017-2021
India1997-20181997-2021
Israel2015-20182019-2021
Poland2014-20182018-2021
Malaysia2012-20182014-2021
United Kingdom20172020-2021
Although the final resolution of the Company’s global tax disputes is uncertain, based on current information, in the opinion of the Company’s management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position liquidity or results of operations.liquidity. However, an unfavorable resolution of the


Company’s global tax disputes could have a material adverse effect on the Company’s consolidated financial position, liquidity, or results of operations in the periods, and as of the dates, on which the matters are ultimately resolved.
Based on the potential outcome of the Company’s global tax examinations, the expiration of the statute of limitations for specific jurisdictions, or the continued ability to satisfy tax incentive obligations, it is reasonably possible that the unrecognized tax benefits will change within the next twelve months. The associated net tax impact on the effective tax rate, exclusive of valuation allowance changes, is estimated to be in the range ofup to a $10$7 million tax charge to a $30 million tax benefit, with cash payments not to exceed $20 million.benefit.
At December 31, 2018,2021, the Company had $30$22 million accrued for interest and $17$15 million accrued for penalties on unrecognized tax benefits. At December 31, 2017,2020, the Company had $31$33 million and $19$15 million accrued for interest and penalties, respectively, on unrecognized tax benefits. The Company's policy is to classify the interest and penalty as a component of interest expense and other expense, respectively.

7.
8.    Retirement Benefits
Pension and Postretirement Health Care Benefits Plans
U.S. Pension Benefit Plans
The Company’s non-contributory U.S. pensiondefined benefit plan (the "U.S. Pension Plan") providesprovide benefits to U.S. employees hired prior to January 1, 2005, who became eligible after one year of service. The Company also has an additional non-contributory supplemental retirement benefit plan, the Motorola Supplemental Pension Plan ("MSPP"), which provided supplemental benefits to individuals by replacing benefits that are lost by such individuals under the retirement formula due to application of the limitations imposed by the Internal Revenue Code. Effective January 1, 2007, eligible compensation was capped at the IRS limit plus $175,000 (the "Cap") or, for those already in excess of the Cap as of January 1, 2007, the eligible compensation used to compute such employee's MSPP benefit for all future years is the greater of: (i) such employee's eligible compensation as of January 1, 2007 (frozen at that amount) or (ii) the relevant Cap for the given year. In December 2008, the Company amended the U.S. Pension Plan and MSSP (together the "U.S. Pension Benefit Plans") such that, effective March 1, 2009: (i) no participant shall accrue any benefit or additional benefit on or after March 1, 2009, and (ii) no compensation increases earned by a participant on or after March 1, 2009 shall be used to compute any accrued benefit.
In December 2019, the Company completed a voluntary lump-sum election window offered to certain participants of the U.S. Pension Plan. The aggregate dollar amount of lump-sum elections by approximately 6,300 participants was $836 million,
79


and accordingly, this amount was paid out of plan assets prior to December 31, 2019. These actions resulted in a reduction of the Company's projected benefit obligation, absent of actuarial losses experienced from decreases in interest rates, of $1.0 billion and a settlement loss of $359 million recorded within “Other charges” on the Consolidated Statement of Operations.
Postretirement Health Care Benefits Plan
Certain health care benefits are available to eligible domestic employees hired prior to January 1, 2002 and meeting certain age and service requirements upon termination of employment (the “Postretirement Health Care Benefits Plan”). As of January 1, 2005, the Postretirement Health Care Benefits Plan was closed to new participants. After a series of amendments, all eligible retirees under the age of 65 will be provided an annual subsidy per household, versus per individual, toward the purchase of their own health care coverage from private insurance companies and for the reimbursement of eligible health care expenses. During 2014, the Postretirement Health Care Benefits Plan was then further amended ("The New Amendment") to provide the annual subsidy discussed as part of the Original Amendment to all participants remaining under the plan effective March 1, 2015. All eligible retirees over the age of 65 are entitled to one fixed-rate subsidy capped at $560 per participant.
TheThese series of amendments to the Postretirement Health Care Benefits Plan required remeasurement of the plan, resultingresulted in a reduction in the Postretirement Benefit Obligation.postretirement benefit obligation. A substantial portion of the decrease related to prior service credits and will bewas amortized as a credit to the Consolidated Statements of Operations over approximately five years, or the period in which the remaining employees eligible for the plan qualify for benefits under the plan. These amendments were fully amortized during fiscal year 2021.
Non U.S.Non-U.S. Pension Benefit Plans
The Company also provides defined benefit plans which cover non-U.S. employees in certain jurisdictions, principally the U.K. and Germany (the “Non-U.S. Pension Benefit Plans”). Other pension plans outside of the U.S. are not material to the Company either individually or in the aggregate.
In June 2015, the Company amended its Non-U.S.non-U.S. defined benefit plan within the United Kingdom by closing future benefit accruals to all participants effective December 31, 2015.
DuringIn 2019, the years ended December 31, 2017 and 2016, the Company offered lump-sum settlements to certain participants in the Non-U.S.Motorola Solutions United Kingdom defined benefit plan within the United Kingdom. The lump-sum settlements were targetedtrustees decided to certain participants who had accruedexercise their discretion on early retirement benefit reductions. This action resulted in a pension benefit, but had not yet started receiving pension benefit payments. As a resultreduction of the actions taken, the Company recorded settlement lossesprojected benefit obligation of $48approximately $83 million and $26 million in 2017 and 2016, respectively, which are recorded within Other income (expense) withinrelated to prior service credits that will be amortized as a credit to the Consolidated StatementStatements of Operations.



Operations over approximately twenty-nine years, or the period in which the remaining employees eligible for the plan qualify for benefits under the plan.
Net Periodic Cost (Benefit)
The net periodic cost (benefit) for pension and Postretirement Health Care Benefits plans was as follows:
U.S. Pension Benefit PlansNon-U.S. Pension Benefit PlansPostretirement Health Care Benefits Plan
Years ended December 31202120202019202120202019202120202019
Service cost$ $— $— $1 $$$ $— $— 
Interest cost115 144 202 21 29 36 1 
Expected return on plan assets(235)(225)(275)(99)(85)(85)(11)(10)(10)
Amortization of:
Unrecognized net loss70 58 46 16 15 15 3 
Unrecognized prior service benefit — — (3)(3)— (5)(15)(15)
Settlement loss — 359  — —  — — 
Net periodic cost (benefit)$(50)$(23)$332 $(64)$(42)$(32)$(12)$(20)$(18)
80

 U.S. Pension Benefit Plans Non U.S. Pension Benefit Plans Postretirement Health Care Benefits Plan
Years ended December 312018 2017 2016 2018 2017 2016 2018 2017 2016
Service cost$
 $
 $
 $3
 $3
 $11
 $
 $
 $
Interest cost186
 185
 182
 38
 40
 55
 2
 3
 4
Expected return on plan assets(270) (229) (220) (92) (92) (93) (10) (10) (9)
Amortization of:                 
Unrecognized net loss57
 44
 37
 15
 16
 11
 4
 5
 5
Unrecognized prior service benefit
 
 
 
 
 
 (15) (18) (27)
Settlement loss
 
 
 
 48
 26
 
 
 
Net periodic cost (benefit)$(27) $
 $(1) $(36) $15
 $10
 $(19) $(20) $(27)



The status of the Company’s plans is as follows: 
 U.S. Pension Benefit PlansNon-U.S. Pension Benefit PlansPostretirement Health Care Benefits Plan
  
202120202021202020212020
Change in benefit obligation:
Benefit obligation at January 1$5,226 $4,727 $2,058 $1,814 $71 $73 
Service cost — 1  — 
Interest cost115 144 21 29 1 
Plan amendments —   — 
Actuarial loss (gain)(71)480 (61)171 10 
Foreign exchange valuation adjustment — (31)88  — 
Benefit payments(130)(125)(53)(47)(4)(5)
Benefit obligation at December 31$5,140 $5,226 $1,935 $2,058 $78 $71 
Change in plan assets:
Fair value at January 1$4,083 $3,601 $1,880 $1,641 $181 $160 
Return on plan assets201 604 43 214 9 26 
Company contributions3 9  — 
Foreign exchange valuation adjustment — (9)63  — 
Benefit payments(130)(125)(53)(47)(4)(5)
Fair value at December 31$4,157 $4,083 $1,870 $1,880 $186 $181 
Funded status of the plan$(983)$(1,143)$(65)$(178)$108 $110 
Unrecognized net loss1,871 1,977 655 675 31 23 
Unrecognized prior service benefit — (77)(80) (5)
Prepaid pension cost$888 $834 $513 $417 $139 $128 
Components of prepaid (accrued) pension cost:
Current benefit liability$(3)$(3)$ $— $ $— 
Non-current benefit liability(980)(1,140)(297)(330) — 
Non-current benefit asset — 232 152 108 110 
Deferred income taxes454 480 61 65 11 
Accumulated other comprehensive loss1,417 1,497 517 530 20 11 
Prepaid pension cost$888 $834 $513 $417 $139 $128 
 U.S. Pension Benefit Plans Non U.S. Pension Benefit Plans Postretirement Health Care Benefits Plan
  
2018 2017 2018 2017 2018 2017
Change in benefit obligation:           
Benefit obligation at January 1$5,235
 $4,644
 $1,844
 $1,791
 $85
 $83
Service cost
 
 3
 3
 
 
Interest cost186
 185
 38
 40
 2
 3
Plan amendments
 
 10
 
 
 
Settlement
 
 
 (201) 
 
Actuarial loss (gain)(452) 502
 (97) 52
 (8) 6
Foreign exchange valuation adjustment
 
 (98) 193
 
 
Benefit payments(105) (96) (46) (34) (7) (7)
Benefit obligation at December 31$4,864
 $5,235
 $1,654
 $1,844
 $72
 $85
Change in plan assets:           
Fair value at January 1$3,614
 $3,195
 $1,590
 $1,565
 $151
 $136
Return on plan assets(339) 512
 (28) 96
 (12) 21
Company contributions503
 3
 8
 7
 
 
Settlements
 
 
 (201) 
 
Foreign exchange valuation adjustment
 
 (88) 157
 
 
Benefit payments(105) (96) (44) (34) (6) (6)
Fair value at December 31$3,673
 $3,614
 $1,438
 $1,590
 $133
 $151
Funded status of the plan$(1,191) $(1,621) $(216) $(254) $61
 $66
Unrecognized net loss2,329
 2,229
 543
 518
 74
 64
Unrecognized prior service benefit
 
 11
 
 (35) (49)
Prepaid pension cost$1,138
 $608
 $338
 $264
 $100
 $81
Components of prepaid (accrued) pension cost:           
Current benefit liability$(3) $(3) $
 $
 $
 $
Non-current benefit liability(1,188) (1,618) (265) (294) 
 
Non-current benefit asset
 
 49
 40
 61
 66
Deferred income taxes561
 544
 55
 58
 10
 6
Accumulated other comprehensive loss1,768
 1,685
 499
 460
 29
 9
Prepaid pension cost$1,138
 $608
 $338
 $264
 $100
 $81
The benefit obligation and plan assets forFor the Company's U.S. Pension Benefit Plan and Postretirement Health Care Benefit Plan are measured as ofyear ended December 31, 2018. The Company utilizes a five-year, market-related asset value method of recognizing asset related gains and losses.
Under relevant accounting rules, when almost all2021, the primary driver of the plan participants are considered inactive, the amortization period for certain unrecognized gains and losses changes from the average remaining service period to the average remaining lifetime of the participants. As such, depending on the specific plan, the Company amortizes gains and losses over periods ranging from ten to thirty-one years. Prior service costs will be amortized over periods ranging from two to five years. Benefits under all pension plans are valued based on the projected unit credit cost method.
The net periodic cost for 2019 will include amortization of the unrecognized net loss fordecrease in the U.S. Pension Benefit Plans and Nonbenefit obligation was higher actuarial gains due to an increase in the discount rate from 2.63% as of December 31, 2020 to 2.98% as of December 31, 2021, partially offset by increases in the benefit obligation due to demographic assumption updates. For the year ended December 31, 2020, the primary driver of the increase in the U.S. Pension Benefit Plans currently includedbenefit obligation was higher actuarial losses due to a decrease in Accumulated other comprehensive income (loss),the discount rate from 3.32% as of $47 million and $16 million, respectively. It is estimated thatDecember 31, 2019 to 2.63% as of December 31, 2020.
For the year ended December 31, 2021, the most significant drivers of the decrease in Non-U.S. Pension Benefit Plans benefit obligation were the higher actuarial gains coupled with favorable foreign exchange effects. The Non-U.S. Pension Benefit Plans incurred actuarial gains primarily due to increases in the discount rates from 1.24% as of December 31, 2020 to 1.82% as of December 31, 2021. For the year ended December 31, 2020, the most significant drivers of the increase in Non-U.S. Pension Benefit Plans benefit obligation were the higher actuarial losses coupled with unfavorable foreign exchange effects. The Non-U.S. Pension Benefit Plans incurred actuarial losses primarily due to decreases in the discount rates from 1.82% as of December 31, 2019 net periodic expense for the Postretirement Health Care Benefits Plan will include amortizationto 1.24% as of net periodic benefits of $11 million, comprised of unrecognized net losses and prior service benefits, currently included in Accumulated other comprehensive income (loss).December 31, 2020.

81



Actuarial Assumptions
Certain actuarial assumptions such as the discount rate and the long-term rate of return on plan assets have a significant effect on the amounts reported for net periodic cost and the benefit obligation. The assumed discount rates reflect the prevailing market rates of a universe of high-quality, non-callable, corporate bonds currently available that, if the obligation were settled at the measurement date, would provide the necessary future cash flows to pay the benefit obligation when due. The long-term rates of return on plan assets represent an estimate of long-term returns on an investment portfolio consisting of a mixture of equities, fixed income, cash and other investments similar to the actual investment mix. In determining the long-term return on plan assets, the Company considers long-term rates of return on the asset classes (both historical and forecasted) in which the Company expects the plan funds to be invested.
The Company uses a full yield curve approach to estimate interest and service cost components of net periodic cost (benefit) for defined pension benefit pension and other post-retirement benefit plans. The full yield curve approach requires the application of the specific spot rate along the yield curve used in the determination of the projected benefit obligation to the relevant projected cash flows.
The Company used "Mortality Improvement Scale MP-2021" to calculate the 2021 U.S. projected benefit obligations and the "Mortality Improvement Scale MP-2018" to calculate the 2020 U.S. projected benefit obligations.
Weighted average actuarial assumptions used to determine costs for the plans at the beginning of the fiscal year were as follows: 
U.S. Pension Benefit PlansNon-U.S. Pension Benefit PlansPostretirement Health Care Benefits Plan
U.S. Pension Benefit Plans Non U.S. Pension Benefit Plans Postretirement Health Care Benefits Plan202120202021202020212020
2018 2017 2018 2017 2018 2017
Discount rate3.57% 4.02% 2.08% 2.22% 3.16% 3.29%Discount rate2.25 %3.10 %1.02 %1.61 %1.57 %2.66 %
Investment return assumption6.95% 6.95% 5.18% 5.20% 7.00% 7.00%Investment return assumption6.75 %6.85 %4.54 %4.66 %6.75 %6.90 %
Weighted average actuarial assumptions used to determine benefit obligations for the plans were as follows: 
U.S. Pension Benefit Plans Non U.S. Pension Benefit Plans Postretirement Health Care Benefits Plan U.S. Pension Benefit PlansNon-U.S. Pension Benefit PlansPostretirement Health Care Benefits Plan
2018 2017 2018 2017 2018 2017202120202021202020212020
Discount rate4.47% 3.79% 2.67% 2.34% 4.29% 3.62%Discount rate2.98 %2.63 %1.82 %1.24 %2.78 %2.39 %
Future compensation increase raten/a
 n/a
 0.52% 0.52% n/a
 n/a
Future compensation increase raten/an/a0.54 %0.43 %n/an/a
The following table presents the accumulated benefit obligations for the plans were as follows: 
 U.S. Pension Benefit Plans Non U.S. Pension Benefit Plans
December 312018 2017 2018 2017
Accumulated benefit obligation$4,864
 $5,235
 $1,649
 $1,838
The Company used Mortality Improvement Scale MP-2016 to calculate the 2018, 2017, and 2016obligation, projected benefit obligations.obligation and fair value of plan assets for our plans that have an accumulated benefit obligation and projected benefit obligation in excess of plan assets:




 U.S. Pension Benefit PlansNon U.S. Pension Benefit Plans
December 312021202020212020
Accumulated benefit obligation$5,140 $5,226 $1,933 $2,055 
Projected benefit obligation5,140 5,226 1,935 2,058 
Fair value of plan assets4,157 4,083 1,870 1,880 
Investment Policy
The individual plans have adopted an investment policy designed to meet or exceed the expected rate of return on plan assets assumption. To achieve this, the plans retain professional advisors and investment managers that invest plan assets into various classes including, but not limited to: equity and fixed income securities, cash, cash equivalents, hedge funds, infrastructure/utilities, insurance contracts, leveraged loan funds and real estate. The Company uses long-term historical actual return experience with consideration of the expected investment mix of the plans’ assets, as well as future estimates of long-term investment returns, to develop its expected rate of return assumption used in calculating the net periodic cost. The individual plans have target mixes for these asset classes, which are readjusted periodically when an asset class weighting deviates from the target mix, with the goal of achieving the required return at a reasonable risk level.
82


The weighted-average asset allocations by asset categories for all pension and the Postretirement Health Care Benefits plansplan were as follows:
All Pension Benefit Plans Postretirement Health Care Benefits Plan All Pension Benefit PlansPostretirement Health Care Benefits Plan
December 312018 2017 2018 2017December 312021202020212020
Target Mix:       Target Mix:
Equity securities30% 31% 32% 35%Equity securities26 %25 %28 %28 %
Fixed income securities51% 49% 49% 44%Fixed income securities57 %57 %52 %51 %
Cash and other investments19% 20% 19% 21%Cash and other investments17 %18 %20 %21 %
Actual Mix:       Actual Mix:
Equity securities28% 29% 31% 34%Equity securities26 %26 %29 %30 %
Fixed income securities50% 49% 48% 44%Fixed income securities58 %58 %53 %53 %
Cash and other investments22% 22% 21% 22%Cash and other investments16 %16 %18 %17 %
Within the equity securities asset class, the investment policy provides for investments in a broad range of publicly-traded securities including both domestic and foreign equities. Within the fixed income securities asset class, the investment policy provides for investments in a broad range of publicly-traded debt securities including: U.S. treasury issues, corporate debt securities, mortgage and asset-backed securities, as well as foreign debt securities. In the cash and other investments asset class, investments may include, but are not limited to: cash, cash equivalents, commodities, hedge funds, infrastructure/utilities, insurance contracts, leveraged loan funds and real estate.
Cash Funding
The Company made $503 million of contributions, of which $500 million was voluntary, and $3 million of contributions to its U.S. Pension Benefit Plans during 2018each of 2021 and 2017, respectively.2020. The Company contributed $8$9 million to its Non U.S. Pension Benefit Plans during 2018, compared to $7 million contributed in 2017.2021 and 2020. The Company made no contributions to its Postretirement Health Care Benefits Plan in 20182021 or 2017.2020.
Expected Future Benefit Payments
The following benefit payments are expected to be paid: 
YearU.S. Pension Benefit Plans Non U.S. Pension Benefit Plans Postretirement Health Care Benefits Plan
2019$144
 $47
 $7
2020161
 48
 7
2021181
 50
 6
2022203
 51
 6
2023224
 52
 5
2024-20281,418
 277
 23
YearU.S. Pension Benefit PlansNon-U.S. Pension Benefit PlansPostretirement Health Care Benefits Plan
2022$161 $53 $
2023178 54 
2024197 56 
2025217 57 
2026240 58 
2027-20311,370 310 23 
Other Benefit Plans
Split-Dollar Life Insurance Arrangements
The Company maintains a number of endorsement split-dollar life insurance policies on now-retired officers under a frozen plan. The Company had purchased the life insurance policies to insure the lives of employees and then entered into a separate agreement with the employees that split the policy benefits between the Company and the employee. Motorola Solutions owns the policies, controls all rights of ownership, and may terminate the insurance policies. To effect the split-dollar arrangement, Motorola Solutions endorsed a portion of the death benefits to the employee and upon the death of the employee, the employee’s beneficiary typically receives the designated portion of the death benefits directly from the insurance company and


the Company receives the remainder of the death benefits. It is currently expected that minimal cash payments will be required to fund these policies.
The net periodic pension cost for these split-dollar life insurance arrangements was $5 million for the years ended December 31, 2018, 20172021, 2020 and 2016.2019. The Company has recorded a liability representing the actuarial present value of the future death benefits as of the employees’ expected retirement date of $61$68 million and $62$73 million as of December 31, 20182021 and December 31, 2017,2020, respectively.
83


Deferred Compensation Plan
The Company maintains a deferred compensation plan (“the Plan”) for certain eligible participants. Under the Plan, participants may elect to defer base salary and cash incentive compensation in excess of 401(k) plan limitations. Participants under the Plan may choose to invest their deferred amounts in the same investment alternatives available under the Company's 401(k) plan.plan (as defined below). The Plan also allows for Company matching contributions for the following: (i) the first 4% of compensation deferred under the Plan, subject to a maximum of $50,000 for board officers, (ii) lost matching amounts that would have been made under the 401(k) plan if participants had not participated in the Plan, and (iii) discretionary amounts as approved by the Compensation and Leadership Committee of the board of directors.
Defined Contribution Plan
The Company has various defined contribution plans, in which all eligible employees may participate. In the U.S., the Motorola Solutions 401(k) plan (the "401(k) plan") is a contributory plan. Matching contributions are based upon the amount of the employees’ contributions. The Company’s expenses for material defined contribution plans for the years ended December 31, 2018, 20172021, 2020 and 20162019 were $31$36 million, $28$15 million and $26$32 million, respectively.
Due to the economic uncertainties caused by the COVID-19 pandemic, the Company took action in a number of areas to reduce its operating expenses, including by suspending all Company match contributions to the 401(k) plan for the period from May 15, 2020 through December 31, 2020, which were reinstated on January 1, 2021.
Under the 401(k) plan, the Company may make an additional discretionary matching contribution to eligible employees. For the years ended December 31, 2018, 2017,2021, 2020, and 20162019 the Company made no discretionary contributions.


8.9.    Share-Based Compensation Plans and Other Incentive Plans
The Company grants options and stock appreciation rights to acquire shares of common stock to certain employees and to existing option holders of acquired companies in connection with the merging of option plans following an acquisition. Each option granted and stock appreciation right granted has an exercise price of no less than 100% of the fair market value of the common stock on the date of the grant. The awards have a contractual life of five to ten years and vest over two to three years. In conjunction with a change in control, stock options and stock appreciation rights assumed or replaced with comparable stock options or stock appreciation rights only become exercisable if the holder is also involuntarily terminated (for a reason other than cause) or resigns for good reason within 24 months of a change in control.
Restricted stock grants consist of shares or the rights to shares of the Company’s common stock which are awarded to certain employees. The grants are restricted in such that they are subject to vesting conditions; however, restricted stock holders have voting rights, and the rights to earn dividends on unvested shares.
Restricted stock unit (“RSU”) grants consist of shares or the rights to shares of the Company’s common stock which are awarded to certain employees and non-employee directors. The grants are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer by the employee. In conjunction with a change in control, shares of RSUs assumed or replaced with comparable shares of RSUs will only have the restrictions lapse if the holder is also involuntarily terminated (for a reason other than cause) or resigns for good reason within 24 months of a change in control.
Performance-based stock options (“performance options”) and, market stock units ("MSUs"), and performance stock units ("PSUs") have been granted to certain Company executive officers. Performance options have a three-year performance period and are granted as a target number of units subject to adjustment based on company performance. Each performance option granted has an exercise price of no less than 100% of the fair market value of the common stock on the date of the grant. The awards have a contractual life of ten years. Shares ultimately issued for performance option awards granted are based on the actual total shareholder return (“TSR”) compared to the S&P 500 over the three yearthree-year performance period based on a payout factor that corresponds to actual TSR results as established at the date of grant. Vesting occurs on the third anniversary of the grant date. Under the terms of the MSUs, vesting is conditioned upon continuous employment until the vesting date and the payout factor is at least 60% of the share price on the award date. The payout factor is the share price on vesting date divided by share price on award date, with a maximum of 200%. The share price used in the payout factor is calculated using an average of the closing prices on the grant or vesting date, and the 30 calendar days immediately preceding the grant or vesting date. Vesting occurs ratably over three years. PSUs have been granted as a portion of the Long Range Incentive Plan (“LRIP”) awards issued to certain Company executive officers. The PSUs have a three-year performance period and were granted at a target number of units subject to adjustment based on company performance. The number of PSUs earned will be based on the actual TSR compared to the S&P 500 over the three-year performance period.
On August 25, 2015 in conjunction with the issuance of the Senior Convertible Notes, and on March 9, 2017, the Company approved grants of performance-contingent stock options (“PCSOs”) to certain executive officers. The PCSOs vest upon satisfaction of the following stock price hurdlesofficers which must be maintained for 10-consecutive trading days within the performance period ending August 25, 2018 and continuous employment over the vesting period. For PCSOs granted on August 25, 2015, 20% of the total award will vest at an $85 stock price, an additional 30% of the total award will vest at a $102.50 stock price, and the final 50% of the total award will vest at a $120 stock price. For options granted March 9, 2017, 44% of the total award will vest at an $85 stock price, an additional 24% of the total award will vest at a $102.50 stock price, and the final 32% of the award will vest at a $120 stock price. Aswere fully vested as of December 31, 2018, all stock price hurdles have been met and therefore, all PCSO grants have vested.2021. The August 25, 2015 awards have a seven-year term and a per share exercise price of $68.50. The March 9, 2017 awards have a five-and-a-half-year term and a per share exercise price of $81.37.
The employee stock purchase plan allows eligible participants to purchase shares of the Company’s common stock through payroll deductions of up to 20% of eligible compensation on an after-tax basis. Plan participants cannot purchase more than $25,000 of stock in any calendar year. The price an employee pays per share is 85% of the lower of the fair market value of


the Company’s stock on the close of the first trading day or last trading day of the purchase period. The plan has two2 purchase periods, the first from October 1 through March 31 and the second from April 1 through September 30. For the years ended
84


December 31, 2018, 20172021, 2020 and 2016,2019, employees purchased 0.80.6 million, 0.80.7 million and 0.90.6 million shares, respectively, at purchase prices of $72.96$133.27 and $88.84, $63.96$160.11, $112.98 and $72.11,$107.18, and $57.60$108.96 and $64.69,$120.12, respectively.
Significant Assumptions Used in the Estimate of Fair Value
The Company calculates the value of each employee stock option, estimated on the date of grant, using the Black-Scholes option pricing model. The weighted-average estimated fair value of employee stock options granted during 2018, 20172021, 2020 and 20162019 was $23.31, $15.16$41.57, $39.98 and $13.09,$29.14, respectively, using the following weighted-average assumptions:
2018 2017 2016202120202019
Expected volatility24.7% 24.0% 23.7%Expected volatility27.3 %33.7 %23.8 %
Risk-free interest rate2.7% 2.1% 1.4%Risk-free interest rate0.8 %0.6 %2.3 %
Dividend yield2.4% 3.5% 2.9%Dividend yield2.2 %2.7 %2.5 %
Expected life (years)5.9
 5.9
 6.0
Expected life (years)5.95.96.0
The Company calculates the value of each performance option, MSU, and PCSOPSU using thea Monte Carlo simulation option pricing model, estimated on the date of grant. The fair valuevalues of performance options, MSUs, and MSUsPSUs granted during 2018 was $42.192021 were $60.42, $184.71 and $125.33,$203.57, respectively. The fair values of performance options, MSUs, and PSUs granted during 2020 were $77.82, $112.17 and $233.96, respectively. The fair value of performance options, MSUs and PCSOsPSUs granted during 20172019 was $21.47, $85.74,$46.15, $138.00 and $7.76, respectively. The fair value of performance options and MSUs granted during 2016 was $19.80 and $76.48,$203.61, respectively. The following assumptions were used for the calculations.
202120202019
Performance OptionsPerformance OptionsPerformance Options
Expected volatility of common stock28.5 %34.7 %22.4 %
Expected volatility of the S&P 50038.7 %29.0 %25.1 %
Risk-free interest rate1.2 %0.8 %2.3 %
Dividend yield2.3 %2.6 %2.7 %
Expected life (years)6.56.56.5
202120202019
2018
Performance Options
 2017
Performance Options
 2016
Performance Options
Market Stock UnitMarket Stock UnitMarket Stock Units
Expected volatility of common stock25.0% 24.1% 25.3%Expected volatility of common stock28.5 %34.7 %22.4 %
Expected volatility of the S&P 50025.3% 25.6% 19.8%
Risk-free interest rate2.7% 2.4% 1.7%Risk-free interest rate0.3 %0.6 %2.2 %
Dividend yield3.1% 3.7% 2.8%Dividend yield1.8 %1.7 %2.0 %
Expected life (years)6.5
 6.5
 6.5
 2018
Market Stock Units
 2017
Market Stock Units
 2016
Market Stock Units
Expected volatility of common stock25.0% 24.1% 24.2%
Risk-free interest rate2.4% 1.7% 1.1%
Dividend yield2.2% 2.9% 2.8%
2017 PCSOs
Expected volatility of common stock24.1%
Risk-free interest rate1.8%
Dividend yield3.0%
Expected life (years)3.5
20212020
Performance Stock UnitsPerformance Stock Units
Expected volatility of common stock28.5 %34.7 %
Expected volatility of the S&P 50038.7 %29.0 %
Risk-free interest rate0.3 %0.6 %
Dividend yield1.8 %1.7 %
The Company uses the implied volatility for traded options on the Company’s stock as the expected volatility assumption in the valuation of stock options, performance options, MSUs, and PCSOs.PSUs. The selection of the implied volatility approach was based upon the availability of actively tradedactively-traded options on the Company’s stock and the Company’s assessment that implied volatility is more representative of future stock price trends than historical volatility. TheAt the conclusion of each three-year PSU and performance option cycle, the Company uses the historical volatility as the expected volatility assumption in the valuation of performance options in order to calculate the correlation coefficients betweenactual TSR compared to the S&P 500 and the Company's stock, which can only be calculated using historical data.500.
The risk-free interest rate assumption is based upon the average daily closing rates during the year for U.S. Treasury notes that have a life which approximates the expected life of the grant. The dividend yield assumption is based on the Company’s future expectation of dividend payouts. The expected life represents the average of the contractual term of the options and the weighted average vesting period for all option tranches.


The Company has applied forfeiture rates, estimated based on historical data, of 10%-35% to the stock option fair values calculated by the Black-Scholes option pricing model.model and 15% to RSUs. These estimated forfeiture rates are applied to grants based on their remaining vesting term and may be revised in subsequent periods if actual forfeitures differ from these estimates.
85


The following table summarizes information about the total stock options outstanding and exercisable under all stock option plans, including performance options and PCSOs, at December 31, 20182021 (in thousands, except exercise price and years):
 Options OutstandingOptions Exercisable
Exercise price rangeNo. 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.)
$51-$701,982 63 11,982 63 1
$71-$90795 77 5795 77 5
$91-$110276 108 6276 108 6
$111-$13059 122 738 123 7
$131-$150251 139 746 139 7
$151-$170252 156 850 159 8
$171-$190306 180 9175 8
$191 and over34 223 10— — — 
 3,955   3,188  
 Options Outstanding Options Exercisable
Exercise price rangeNo. 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 $30266
 $29
 1 266
 $29
 1
$30-$401,198
 39
 2 1,198
 39
 2
$41-$50
 
 0 
 
 0
$51-$60671
 54
 4 671
 54
 4
$61-$701,815
 68
 4 1,796
 68
 4
$71-$80469
 72
 7 86
 72
 7
$81 and over1,151
 92
 8 247
 82
 5
 5,570
     4,264
    
As of December 31, 2018,2021, the weighted average contractual life for options outstanding and exercisable was fivefour and fourthree years, respectively.
Current Year Activity
Total share-based compensation activity was as follows (in thousands, except exercise price):
 Stock OptionsRestricted Stock UnitsRestricted Stock
No. of Options OutstandingWtd. Avg. Exercise Price of SharesNo. of Non-Vested AwardsWtd. Avg. Grant Date Fair ValueNo. of Non-Vested AwardsWtd. Avg. Grant Date Fair Value
Balance as of January 1, 20212,240 $74 987 $138 125 $132 
Granted203 187 471 186 147 227 
Releases/Exercised(828)66 (435)132 (63)115 
Forfeited/Canceled(28)169 (99)137 — — 
Balance as of December 31, 20211,587 $92 924 $199 209 $203 
Awards exercisable1,244 70 — — — — 
Performance Options*Market Stock UnitsPerformance Stock Units
Stock Options Performance Options* Restricted Stock Units Market Stock UnitsNo. of Options OutstandingWtd. Avg. Exercise Price of SharesNo. of Non-Vested AwardsWtd. Avg. Grant Date Fair ValueNo. of Non-Vested AwardsWtd. Avg. Grant Date Fair Value
Shares Outstanding in ThousandsNo. 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, 20184,604
 $52
 2,678
 $72
 1,257
 $70
 139
 $78
Balance as of January 1, 2021Balance as of January 1, 20212,160 $84 131 $121 55 $219 
Granted272
 111
 159
 108
 484
 105
 53
 125
Granted160 179 52 185 123 204 
Releases/Exercised(1,445) 52
 (774) 71
 (570) 70
 (101) 73
Releases/Exercised(94)100 (80)124 (47)182 
Adjustment for payout factor
 
 115
 67
 
 
 31
 73
Adjustment for payout factor142 108 18 127 — — 
Forfeited/Canceled(20) 88
 (19) 81
 (74) 82
 
 
Forfeited/Canceled— — (1)125 (3)204 
Balance as of December 31, 20183,411
 $57
 2,159
 $74
 1,097
 $84
 122
 $102
               
Vested or expected to vest3,032
 50
 1,492
 70
 462
 71
 89
 80
Balance as of December 31, 2021Balance as of December 31, 20212,368 $91 120 $147 128 $210 
Awards exercisableAwards exercisable1,944 76 — — — — 
* Inclusive of PCSO awards
At December 31, 20182021 and 2017, 8.62020, 4.9 million and 9.65.9 million shares, respectively, were available for future share-based award grants under the current share-based compensation plan, covering all equity awards to employees and non-employee directors.

86



Total Share-Based Compensation Expense
Compensation expense for the Company’s share-based compensation plans was as follows: 
Years ended December 312018 2017 2016Years ended December 31202120202019
Share-based compensation expense included in:     Share-based compensation expense included in:
Costs of sales$11
 $9
 $9
Costs of sales$16 $16 $14 
Selling, general and administrative expenses45
 43
 45
Selling, general and administrative expenses79 73 62 
Research and development expenditures17
 14
 14
Research and development expenditures34 40 42 
Share-based compensation expense included in Operating earnings73
 66
 68
Share-based compensation expense included in Operating earnings129 129 118 
Tax benefit18
 22
 21
Tax benefit15 30 22 
Share-based compensation expense, net of tax$55
 $44
 $47
Share-based compensation expense, net of tax$114 $99 $96 
Decrease in basic earnings per share$(0.34) $(0.27) $(0.28)Decrease in basic earnings per share$(0.67)$(0.58)$(0.57)
Decrease in diluted earnings per share$(0.32) $(0.27) $(0.27)Decrease in diluted earnings per share$(0.66)$(0.57)$(0.55)
At December 31, 2018,2021, the Company had unrecognized compensation expense related to RS, RSUs, and MSUsall share based awards of $59$162 million, net of estimated forfeitures, expected to be recognized over the weighted average period of approximately two years. The total fair value of RS, RSU and MSU shares vested during the years ended December 31, 2018, 2017, and 2016 was $40 million, $39 million, and $54 million, respectively. The aggregate fair value of outstanding RS, RSUs, and MSUs as of December 31, 2018 was $105 million.
At December 31, 2018, the Company had $15 million of total unrecognized compensation expense, net of estimated forfeitures, related to stock option plans including performance options and PCSOs that will be recognized over the weighted average period of approximately twothree years and $4$6 million of unrecognized compensation expense related to the employee stock purchase plan that will be recognized over the remaining purchase period. The aggregate fair value of outstanding share based awards as of December 31, 2021 was $315 million.
Cash received from stock option exercises and the employee stock purchase plan was $168$102 million, $82$108 million, and $93$114 million for the years ended December 31, 2018, 2017,2021, 2020, and 2016,2019, respectively. The total intrinsic value of options exercised during the years ended December 31, 2018, 2017,2021, 2020, and 20162019 was $125$186 million, $31$149 million, and $16$113 million, respectively. The aggregate intrinsic value for options outstanding and exercisable as of December 31, 20182021 was $288$712 million and $252$628 million, respectively, based on a December 31, 20182021 stock price of $115.04$271.09 per share.
Motorola Solutions Incentive Plans
The Company's incentive plans provide eligible employees with an annual payment, calculated as a percentage of an employee’s eligible earnings, in the year after the close of the current calendar year if specified business goals and individual performance targets are met. The expense for awards under these incentive plans for the years ended December 31, 2018, 20172021, 2020 and 20162019 was $143$161 million, $122$78 million and $114$146 million, respectively.
Long-Range Incentive Plan
The Long-Range Incentive Plan (“LRIP”)LRIP rewards elected officers for the Company’s achievement of specified business goals during the period, based on a single performance objective measured over a three-year period. The expense for those LRIP awards with cash settlement terms was $8 million, $9 million and $21 million for the years ended December 31, 2018, 20172021, 2020 and 2016 was $31 million, $9 million and $12 million,2019 , respectively.


9.10.    Fair Value Measurements
The Company holds certain fixed income securities, equity securities and derivatives, which are recognized and disclosed at fair value in the financial statements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date and is measured using the fair value hierarchy. This hierarchy prescribes valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's assumptions about current market conditions. The prescribed fair value hierarchy and related valuation methodologies are as follows:
Level 1 — Quoted prices for identical instruments in active markets.
Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable, in active markets.
Level 3 — Valuations derived from valuation techniques, in which one or more significant inputs are unobservable.







Investments and Derivatives
The fair values of the Company’s financial assets and liabilities by level in the fair value hierarchy as of December 31, 20182021 and December 31, 20172020 were as follows: 
December 31, 2021Level 1Level 2Total
Assets:
Foreign exchange derivative contracts$— $$
Common stock and equivalents69 — 69 
Liabilities:
Foreign exchange derivative contracts$— $$
December 31, 2020December 31, 2020Level 1Level 2Total
Assets:Assets:
Foreign exchange derivative contractsForeign exchange derivative contracts$— $14 $14 
December 31, 2018Level 1 Level 2 Total
Assets:     
Foreign exchange derivative contracts$
 $5
 $5
Corporate bonds1
 
 1
Common stock and equivalents19
 
 19
Common stock and equivalents19 — 19 
Liabilities:     Liabilities:
Foreign exchange derivative contracts$
 $4
 $4
Foreign exchange derivative contracts$— $$
87

December 31, 2017Level 1 Level 2 Total
Assets:     
Foreign exchange derivative contracts$
 $5
 $5
Available-for-sale securities:     
Corporate bonds
 2
 2
Common stock and equivalents13
 
 13
Liabilities:     
Foreign exchange derivative contracts$
 $5
 $5

Pension and Postretirement Health Care Benefits Plan Assets
The fair values of the various pension and postretirement health care benefits plans’ assets by level in the fair value hierarchy as of December 31, 20182021 and 20172020 were as follows:
U.S. Pension Benefit Plans
December 31, 2021December 31, 2021Level 1Level 2Level 3Total
EquitiesEquities$41 $— $— $41 
Commingled fundsCommingled funds1,601 505 — 2,106 
Government fixed income securitiesGovernment fixed income securities— 412 — 412 
Corporate fixed income securitiesCorporate fixed income securities— 1,145 — 1,145 
December 31, 2018Level 1 Level 2 Total
Equities$10
 $
 $10
Commingled funds2,074
 
 2,074
Government fixed income securities13
 340
 353
Corporate fixed income securities
 964
 964
Short-term investment funds243
 
 243
Short-term investment funds338 — — 338 
Private fundsPrivate funds— — 60 60 
Total investment securities$2,340
 $1,304
 $3,644
Total investment securities$1,980 $2,062 $60 $4,102 
Accrued income receivable    16
Accrued income receivable49 
Cash    13
Cash
Fair value plan assets    $3,673
Fair value plan assets$4,157 
The following table summarizes the changes in fair value of the Level 3 assets:
2021
Fair value at January 1, 2021— 
Transfers from Level 217 
Actual return on plan assets
Purchases38 
Fair value at December 31, 202160 
December 31, 2020Level 1Level 2Total
Equities$45 $— $45 
Commingled funds1,603 463 2,066 
Government fixed income securities— 516 516 
Corporate fixed income securities— 1,070 1,070 
Short-term investment funds327 — 327 
Total investment securities$1,975 $2,049 $4,024 
Accrued income receivable44 
Cash15 
Fair value plan assets  $4,083 
88

December 31, 2017Level 1 Level 2 Total
Equities$10
 $
 $10
Commingled funds2,198
 
 2,198
Government fixed income securities10
 285
 295
Corporate fixed income securities
 900
 900
Short-term investment funds186
 
 186
Total investment securities$2,404
 $1,185
 $3,589
Accrued income receivable    12
Cash    13
Fair value plan assets    $3,614



Non-U.S. Pension Benefit Plans
December 31, 2021Level 1Level 2Total
Equities$94 $— $94 
Commingled funds458 75 533 
Government fixed income securities1,004 1,006 
Short-term investment funds105 — 105 
Total investment securities$659 $1,079 $1,738 
Cash
Accrued income receivable78 
Insurance contracts50 
Fair value plan assets  $1,870 
December 31, 2018Level 1 Level 2 Total
Equities$140
 $
 $140
Commingled funds476
 16
 492
Government fixed income securities4
 647
 651
Short-term investment funds60
 
 60
Total investment securities$680
 $663
 $1,343
Cash    3
Accrued income receivable    42
Insurance contracts    50
Fair value plan assets    $1,438

December 31, 2017Level 1 Level 2 Total
December 31, 2020December 31, 2020Level 1Level 2Total
Equities$136
 $
 $136
Equities$78 $— $78 
Commingled funds431
 38
 469
Commingled funds458 71 529 
Government fixed income securities3
 779
 782
Government fixed income securities— 1,076 1,076 
Short-term investment funds92
 
 92
Short-term investment funds106 — 106 
Total investment securities$662
 $817
 $1,479
Total investment securities$642 $1,147 $1,789 
Cash    3
Cash
Accrued income receivable    55
Accrued income receivable30 
Insurance contracts    53
Insurance contracts54 
Fair value plan assets    $1,590
Fair value plan assets  $1,880 
Postretirement Health Care Benefits Plan 
December 31, 2021Level 1Level 2Level 3Total
Equities$$— $— $
Commingled funds72 23 — 95 
Government fixed income securities— 18 — 18 
Corporate fixed income securities— 51 — 51 
Short-term investment funds15 — — 15 
Private funds— — 
Total investment securities$89 $92 184 
Accrued income receivable
Fair value plan assets$186 
The following table summarizes the changes in fair value of the Level 3 assets:
2021
Fair value at January 1, 2021— 
Transfers from Level 2
Purchases
Fair value at December 31, 2021
89


December 31, 2018Level 1 Level 2 Total
Commingled funds$74
 $
 $74
Government fixed income securities
 12
 12
Corporate fixed income securities
 34
 34
Short-term investment funds9
 
 9
Total investment securities$83
 $46
 $129
Cash    $4
Fair value plan assets    $133
December 31, 2017Level 1 Level 2 Total
December 31, 2020December 31, 2020Level 1Level 2Total
Equities$1
 $
 $1
Equities$$— $
Commingled funds92
 
 92
Commingled funds71 20 91 
Government fixed income securities
 12
 12
Government fixed income securities— 23 23 
Corporate fixed income securities
 38
 38
Corporate fixed income securities— 48 48 
Short-term investment funds8
 
 8
Short-term investment funds15 — 15 
Total investment securitiesTotal investment securities$88 $91 $179 
CashCash
Fair value plan assets$101
 $50
 $151
Fair value plan assets$181 
The following is a description of the categories of investments:
Equities A diversified portfolio of corporate common stock and preferred stock.stocks.
Commingled funds — A diversified portfolio of assets that includes corporate common stock,and preferred stock,stocks, emerging market and high-yield fixed income securities among others.
Government fixed income securities Securities issued by municipal, domestic and foreign government agencies, index-linked government bonds as well as interest rate derivatives.
Corporate fixed income securities A diversified portfolio of primarily investment grade bonds issued by corporations.


Short-term investment funds Investments in money market accounts and derivatives with a liquidity of less than 90 days.
Private funds A diversified portfolio of assets that includes private equity funds and private loans.
Level 1 investments include securities which are valued at the closing price reported on the active market in which the individual securities are traded. Level 2 investments consist principally of securities which are valued using independent third party pricing sources. Level 3 investments include securities with valuations derived from valuation techniques, in which one or more significant inputs are unobservable. A variety of inputs are utilized by the independent pricing sources including market based inputs, binding quotes, indicative quotes, and ongoing redemption and subscription activity. Inputs may be weighted differently for any security, and not all inputs are used for each security evaluation.
At December 31, 2018,2021, the Company had $734$685 million of investments in money market primegovernment and governmentU.S. treasury funds (Level 1) classified as Cash and cash equivalents in its Consolidated Balance Sheet, compared to $633$448 million at December 31, 2017.2020. The money market funds had quoted market prices that are approximately at par.
Using quoted market prices and market interest rates, the Company determined that the fair value of long-term debt at December 31, 20182021 was $5.4$6.2 billion (Level 2), compared to a face value of $5.3$5.7 billion. Since considerable judgment is required in interpreting market information, the fair value of the long-term debt is not necessarily indicative of the amount which could be realized in a current market exchange.
All other financial instruments are carried at cost, which is not materially different from the instruments’ fair values.


10.11.    Long-term Financing and Sales of Receivables
Long-term Financing
Long-term receivables consist of receivables with payment terms greater than twelve months, long-term loans and lease receivables under sales-type leases. Long-term receivables consist of the following:
December 3120212020
Long-term receivables, gross$49 $76 
Less allowance for losses(2)(3)
Long-term receivables$47 $73 
Less current portion(20)(19)
Non-current long-term receivables$27 $54 
December 312018 2017
Long-term receivables, gross$33
 $37
Less allowance for losses(2) 
Long-term receivables$31
 $37
Less current portion(7) (18)
Non-current long-term receivables$24
 $19

The current portion of long-term receivables is included in Accounts receivable, net and the non-current portion of long-term receivables is included in Other assets in the Company’s Consolidated Balance Sheet. The Company recognized Interestinterest income on long-term receivables of $1 million $1 million, and $2 million for each of the years ended December 31, 2018, 20172021, 2020 and 2016, respectively.2019.
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Certain purchasers of the Company's products and services may request that the Company provide long-term financing (defined as financing with a term greater than one year) in connection with the sale of products and services. These requests may include all or a portion of the purchase price of the products and services. The Company's obligation to provide long-term financing may be conditioned on the issuance of a letter of credit in favor of the Company by a reputable bank to support the purchaser's credit or a pre-existing commitment from a reputable bank to purchase the long-term receivables from the Company. The Company had outstanding commitments to provide long-term financing to third-parties totaling $62$56 million at December 31, 2018, compared to $932021 and $78 million at December 31, 2017.2020.
Sales of Receivables
From time to time, the Company sells accounts receivable and long-term receivables to third-parties under one-time arrangements. The Company may or may not retain the obligation to service the sold accounts receivable and long-term receivables.
The following table summarizes the proceeds received from sales of accounts receivable and long-term receivables for the years ended December 31, 2018, 20172021, 2020 and 2016.2019. 
Years ended December 31202120202019
Contract-specific discounting facility$211 $228 $— 
Accounts receivable sales proceeds56 74 34 
Long-term receivables sales proceeds248 181 265 
Total proceeds from receivable sales$515 $483 $299 
Years ended December 312018 2017 2016
Accounts receivable sales proceeds$77
 $193
 $51
Long-term receivables sales proceeds270
 284
 289
Total proceeds from receivable sales$347
 $477
 $340
The Company may or may not retain the obligation to service the sold accounts receivable and long-term receivables.
At December 31, 2018,2021, the Company had retained servicing obligations for $970$940 million of long-term receivables, compared to $873$983 million of long-term receivables at December 31, 2017.2020. Servicing obligations are limited to collection activities of sold accounts receivables and long-term receivables.


During the year ended December 31, 2021, the Company utilized a cost-efficient receivable discounting facility, implemented in 2020, to neutralize the impact of increased payment terms under a renegotiated and extended long-term contract in Europe resulting in accounts receivable sales of $211 million during the year ended December 31, 2021. The proceeds of the Company's receivable sales are included in "Operating Activities" within its Consolidated Statements of Cash Flows.
Credit Quality of Long-Term Receivables and Allowance for Credit Losses
An aging analysis of financing receivables at December 31, 20182021 and December 31, 20172020 is as follows: 
December 31, 2021Total
Long-term
Receivable
Current Billed
Due
Past Due Under 90 DaysPast Due Over 90 Days
Municipal leases secured tax exempt$28 $— $— $— 
Commercial loans and leases secured21 — 
Long-term receivables, including current portion$49 $$— $
December 31, 2018Total
Long-term
Receivable
 Current Billed
Due
 Past Due Under 90 Days Past Due Over 90 Days
Municipal leases secured tax exempt$22
 $1
 $
 $
Commercial loans and leases secured11
 
 
 2
Long-term receivables, including current portion$33
 $1
 $
 $2

December 31, 2017Total
Long-term
Receivable
 Current Billed
Due
 Past Due Under 90 Days Past Due Over 90 Days
December 31, 2020December 31, 2020Total
Long-term
Receivable
Current Billed
Due
Past Due Under 90 DaysPast Due Over 90 Days
Municipal leases secured tax exempt$21
 $
 $1
 $2
Municipal leases secured tax exempt$50 $— $— $— 
Commercial loans and leases secured16
 1
 3
 1
Commercial loans and leases secured26 
Long-term receivables, including current portion$37
 $1
 $4
 $3
Long-term receivables, including current portion$76 $$$
The Company uses an internally developed credit risk rating system for establishing customer credit limits. This system is aligned with and comparable to the rating systems utilized by independent rating agencies.
The Company’s policy for valuing the allowance for credit losses is to review all customer financing receivables for collectability on an individual receivable basis. For those receivables where collection risk is probable, the Company calculates the value of impairment based on the net present value of expected future cash flows from the customer.
11.12.    Commitments and Contingencies
Lease Obligations
The Company leases certain office, factory and warehouse space, land, and other equipment under principally non-cancelable operating leases. Rental expense, net of sublease income, for the years ended December 31, 2018, 2017 and 2016 was $108 million, $94 million, and $84 million, respectively.
At December 31, 2018, future minimum lease obligations, net of minimum sublease rentals, for the next five years and beyond are as follows:
(in millions)2019
2020
2021
2022
2023
Beyond
 $131
$120
$112
$101
$54
$204
Purchase Obligations
During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, the Company enters into agreements with contract manufacturers and suppliers that either allow themit to procure inventory based upon criteria as defined by the Company or establish the parameters defining the Company’s requirements. In addition, we have entered into software license agreements which are firm commitments and are not cancelable. cancellable.
As of December 31, 2018,2021, the Company had entered into firm, non-cancelable, and unconditional commitments under such arrangements through 2023.2026. The Company expects to make total payments of $124$336 million under these arrangements as follows: $92 million in 2019, $16 million in 2020, $12 million in 2021, $3$113 million in 2022, and $1$103 million in 2023.2023, $91 million in 2024, $18 million in 2025, and $11 million in 2026.
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The Company outsources certain corporate functions, such as benefit administration and information technology-related services, under various contracts, the longest of which is expected to expire in 2023.2025. The remaining payments under these contracts are approximately $114$24 million over the remaining life of the contracts. However, these contracts can be terminated. Termination would result in a penalty substantially less than the remaining annual contract payments. The Company would also be required to find another source for these services, including the possibility of performing them in-house.
Legal Matters
TheOn March 14, 2017, the Company isfiled a defendant in various lawsuits, claims, and actions that arisecomplaint in the normal courseU.S. District Court for the Northern District of business. While the outcomeIllinois (the "Court") against Hytera Communications Corporation Limited of these matters is currently not determinable,Shenzhen, China; Hytera America, Inc.; and Hytera Communications America (West), Inc. (collectively, "Hytera"), alleging trade secret theft and copyright infringement and seeking, among other things, injunctive relief, compensatory damages, and punitive damages. On February 14, 2020, the Company does not expectannounced that a jury in the ultimate dispositionCourt decided in the Company's favor in its trade secret theft and copyright infringement case. In connection with this verdict, the jury awarded the Company $345.8 million in compensatory damages and $418.8 million in punitive damages, for a total of these matters to have$764.6 million. The Court denied Hytera’s motion for a material adverse effectnew trial on October 20, 2020. On December 17, 2020, the Court denied the Company’s consolidated financial position, liquidity or results of operations. However,motion for a permanent injunction, finding instead that Hytera must pay the Company a forward-looking reasonable royalty on products that use the Company’s stolen trade secrets. As the parties were unable to agree on a reasonable royalty rate, the Court entered an unfavorable resolution could have a material adverse effectorder favorable to the Company on December 15, 2021, and, consistent with the Company's consolidated financial position, liquidity, or resultsrequests, set royalty rates for Hytera's sale of operationsrelevant products from July 1, 2019 forward. The Court also ordered the parties to jointly file by February 22, 2022, a proposed royalty agreement for the Court's review and approval.
In response to the Court's decision to award the Company $764.6 million in compensatory and punitive damages, Hytera motioned for certain equitable relief. On January 8, 2021, the periodsCourt granted Hytera’s motion for certain equitable relief and reduced the $764.6 million judgment award to $543.7 million. That same day, the Court also granted the Company’s motion for pre-judgment interest. On August 10, 2021, the Court ruled that Hytera must pay the Company $51.1 million in whichpre-judgment interest and $2.6 million in costs. On March 25, 2021, the matters are ultimately resolved,Court entered rulings favorable to the Company with respect to several of the Company's post-trial motions, including the Company's motion for attorneys' fees and its motion to require Hytera to turn over certain assets in satisfaction of the Company’s judgment award. On September 7, 2021, Hytera filed a notice of appeal of the Court’s judgment with the U.S. Court of Appeals for the Seventh Circuit (the "Court of Appeals"). The parties have briefed a jurisdictional issue raised by the Court of Appeals in response to Hytera's notice of appeal and await the Court's determination. On September 29, 2021, the Company filed two additional motions with the Court, requesting the Court to reconsider its order denying the Company’s request for an injunction, and requesting that the Court enforce its ruling requiring Hytera to turn over certain assets in satisfaction of the Company's judgment award, or, in the periodsalternative, hold Hytera in which more information is obtained that changes management's opinioncontempt. On October 15, 2021, the Court granted the Company’s request for $34.2 million in attorneys’ fees against Hytera.
Separate from the Company's litigation with Hytera, on May 27, 2020, Hytera America, Inc. and Hytera Communications America (West), Inc. each filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Central District of California (the “Bankruptcy Court”). The Company filed motions in the ultimate disposition.




Bankruptcy Court to dismiss the bankruptcy proceedings in July 2020. On January 22, 2021, the Bankruptcy Court entered an agreed order, allowing a partial sale of Hytera's U.S. assets in the bankruptcy proceedings. The proposed sale does not include Hytera inventory accused of including the Company’s intellectual property. On February 11, 2022, the Court entered an order to confirm the liquidation plan for the two Hytera entities.
Indemnifications
The Company is a party to a variety of agreements pursuant to which it is obligated to indemnify the other party with respect to certain matters. In indemnification cases, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party's claims. In some instances, the Company may have recourse against third parties for certain payments made by the Company.
Some of these obligations arise as a result of divestitures of the Company's assets or businesses and require the Company to indemnify the other party against losses arising from breaches of representations and warranties and covenants and, in some cases, the settlement of pending obligations. The Company's obligations under divestiture agreements for indemnification based on breaches of representations and warranties are generally limited in terms of duration and to amounts not in excess of a percentage of the contract value. The Company had no accruals for any such obligations at December 31, 2018.
In addition, the Company may provide indemnifications for losses that result from the breach of general warranties contained in certain commercial and intellectual property agreements. Historically, the Company has not made significant payments under these agreements.


12.13.    Information by Segment and Geographic Region
The Company conducts its business globally and manages it through the following two2 segments:
Products and Systems Integration:The Products and Systems Integration segment offers an extensive portfolio of infrastructure, devices, accessories, video solutions,security devices and infrastructure, and the implementation optimization, and integration of such systems, devices, and applications,applications. Within LMR Communications, the Company is a global leader in the two-way radio category, including the Company’s: (i) “ASTRO” products, which meet the Association of Public Safety Communications OfficialsCompany’s Project 25 standard, (ii) “Dimetra” products which meet the European Telecommunications Standards Institute("P25"), Terrestrial Trunked Radio “TETRA” standard, (iii) Professional("TETRA"), Digital Mobile Radio ("DMR)", as well as other professional and Commercial Radiocommercial radio (“PCR”) products, (iv) broadbandsolutions. The Company provides LTE solutions for public safety, government and commercial users, including infrastructure and devices operating in 700 MHz, 900 MHz and Citizens' Broadband Radio Service ("CBRS") frequencies. The Company's Video Security and Access Control technology products, such as Long-Term Evolution (“LTE”),includes network video management infrastructure, fixed security and (v)mobile video solutions, including video cameras.cameras (body-worn and in-vehicle) and access control solutions. The primary customers of the Products and Systems Integration segment are government, public safety and first-responder agencies, municipalities, and commercial and industrial customers who operate private communications networks and video security solutions and typically managingmanage a mobile workforce. In 2018,2021, the segment’s net sales were $5.1$5.0 billion, representing 69%62% of the Company's consolidated net sales.
Services
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Software and Software:Services: The ServicesSoftware and SoftwareServices segment provides a broad range of solution offerings for government, public safety and commercial communication networks.customers. Software includes public safety and enterprise Command Center Software, unified communications applications, and video software solutions, delivered both on-premise and “as a service.” Services includes a continuum of service offerings beginning with repair, technical support and maintenance. More advanced platformstechnologies include monitoring, software updates and cybersecurity services. Managed services range from partial to full operation of customercustomer-owned or Motorola Solutions-owned networks. 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.” In 2018,2021, the segment’s net sales were $2.2$3.1 billion, representing 31%38% of the Company's consolidated net sales.
For the years ended December 31, 2018, 20172021, 2020 and 2016,2019, no single customer accounted for more than 10% of the Company's net sales.
Segment Information
The following table summarizes Net sales and Operating earnings by segment: 
Net Sales Operating Earnings Net SalesOperating Earnings
Years ended December 312018 2017 2016 2018 2017 2016Years ended December 31202120202019202120202019
Products and Systems Integration$5,100
 $4,513
 $4,394
 $854
 $969
 $762
Products and Systems Integration$5,033 $4,634 $5,329 $760 $656 $994 
Services and Software2,243
 1,867
 1,644
 401
 315
 286
Software and ServicesSoftware and Services3,138 2,780 2,558 907 727 587 
$7,343
 $6,380
 $6,038
 1,255
 1,284
 1,048
$8,171 $7,414 $7,887 $1,667 $1,383 $1,581 
Total other expense      (153) (208) (204)Total other expense(115)(209)(580)
Net earnings before income taxes      $1,102
 $1,076
 $844
Net earnings before income taxes   $1,552 $1,174 $1,001 
The following table summarizes the Company's capital expenditures and depreciation expense by segment: 
Capital Expenditures Depreciation Expense Capital ExpendituresDepreciation Expense
Years ended December 312018 2017 2016 2018 2017 2016Years ended December 31202120202019202120202019
Products and Systems Integration$72
 $113
 $104
 $71
 $69
 $72
Products and Systems Integration$90 $91 $98 $87 $90 $82 
Services and Software125
 114
 167
 101
 123
 110
Software and ServicesSoftware and Services153 126 150 115 104 104 
$197
 $227
 $271
 $172
 $192
 $182
$243 $217 $248 $202 $194 $186 
The Company's "chief operating decision maker" does not review or allocate resources based on segment assets.
Geographic Area Information 
Net Sales AssetsNet SalesAssets
Years ended December 312018 2017 2016 2018 2017 2016Years ended December 31202120202019202120202019
United States$4,361
 $3,725
 $3,566
 $5,441
 $5,138
 $5,653
United States$5,236 $4,770 $5,006 $9,420 $7,009 $6,749 
United Kingdom638
 558
 528
 2,284
 2,329
 2,300
United Kingdom849 740 692 1,588 2,460 2,460 
Canada303
 251
 222
 1,014
 97
 91
Canada324 254 270 950 1,016 1,040 
Other, net of eliminations2,041
 1,846
 1,722
 670
 644
 419
Other, net of eliminations1,762 1,650 1,919 231 391 393 
$7,343
 $6,380
 $6,038
 $9,409
 $8,208
 $8,463
$8,171 $7,414 $7,887 $12,189 $10,876 $10,642 
Net sales attributed to geographic area are predominately based on the ultimate destination of the Company's products and services.


13.14.     Reorganization of Businesses
The Company maintains a formal Involuntary Severance Plan (the “Severance Plan”), which permits the Company to offer eligible employees severance benefits based on years of service and employment grade level in the event that employment is involuntarily terminated as a result of a reduction-in-force or restructuring. The Severance Plan includes defined formulas to calculate employees’ termination benefits. In addition to the Severance Plan, during the year ended December 31, 2016, the Company accepted voluntary applications to its Severance Plan from a defined subset of employees within the United States. Voluntary applicants received termination benefits based on the formulas defined in the Severance Plan. However, termination benefits, which are normally different based on employment level grade and capped at six months of salary, were equalized for all employment level grades and capped at a full year’s salary.
The Company recognizes termination benefits based on formulas per the Severance Plan at the point in time that future settlement is probable and can be reasonably estimated based on estimates prepared at the time a restructuring plan is approved by management. Exit costs consist of future minimumcontractual lease payments on vacated facilities and other contractual terminations.terminations costs. At each reporting date, the Company evaluates its accruals for employee separation and exit costs to ensure the accruals are still appropriate. In certain circumstances, accruals are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance, or were redeployed due to circumstances not foreseen when the original plans were approved. In these cases, the Company reverses accruals through the Consolidated Statements of Operations where the original charges were recorded when it is determined they are no longer needed.
During 2018, 2017,2021, 2020, and 20162019 the Company continued to implement various productivity improvement plans aimed at achieving long-term, sustainable profitability by driving efficiencies and reducing operating costs. As a result,During 2020, the Company communicatedaccepted voluntary applications to its plan to close oneSeverance Plan from a defined subset of its manufacturing facilities in Europe during the fourth quarter of 2018 resulting in a charge of $44 million and impacting 165 employees primarily within the ProductsUnited States. Voluntary applicants received termination benefits based on the formulas defined in the Severance Plan. However, termination benefits,
93


which are normally different based on employment level grade and Systems Integration segment.capped at nine months of salary, were equalized for all employment level grades and capped at a full year’s salary for the voluntary applicants. The remainder of the initiatives impacted both of the Company’s segments and affected employees located in all geographic regions.
20182021 Charges
During 2018,2021, the Company recorded net reorganization of business charges of $120$32 million, including $59$8 million of charges in Costs of sales and $61$24 million of charges in Other charges in the Company’s Consolidated Statements of Operations. Included in the $120$32 million were charges of $122$42 million for employee separation costs, and $16 million for exit costs, partially offset by $18$10 million of reversals of accruals no longer needed.


The following table displays the net charges incurred by segment:
Year ended December 312021
Products and Systems Integration$25 
Software and Services
$32 
Year ended December 312018
Products and Systems Integration$101
Services and Software19
 $120
Reorganization of Businesses Accruals
The following table displays a rollforward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2018 to December 31, 2018:
 Accruals at
January 1
 Additional
Charges
 Adjustments Amount
Used
 Accruals at
December 31
Exit costs$9
 $16
 $
 $(4) $21
Employee separation costs41
 122
 (18) (61) 84
 $50
 $138
 $(18) $(65) $105
Exit Costs
At January 1, 2018, the Company had $9 million accrual for exit costs. There were $16 million of additional charges in 2018. The $4 million used in 2018 reflects cash payments. The remaining accrual of $21 million, which the current portion is included in Accrued liabilities and the non-current portion is included in Other liabilities in the Company’s Consolidated Balance Sheet at December 31, 2018, primarily represents future cash payments for lease obligations that are expected to be paid over a number of years.
Accruals at
January 1, 2021
Additional
Charges
AdjustmentsAmount
Used
Accruals at
December 31, 2021
$79 $42 $(10)$(77)$34 
Employee Separation Costs
At January 1, 2018,2021, the Company had an accrual of $41$79 million for employee separation costs. The 20182021 additional charges of $122$42 million representinclude severance costs for approximately an additional 1,200600 employees, of which 500400 were direct employees and 700200 were indirect employees. The adjustments of $18$10 million reflect reversals of accruals no longer needed. The $61$77 million used in 20182021 reflects cash payments to severed employees. The remaining accrual of $84$34 million, which is included in Accrued liabilities in the Company’s Consolidated Balance Sheet at December 31, 2018,2021, is expected to be paid, primarily within one year to: (i) severed employees who have already begun to receive payments and (ii) approximately 200100 employees to be separated in 2019.2022.
20172020 Charges
During 2017,2020, the Company recorded net reorganization of business charges of $42$86 million, including $9$29 million of charges in Costs of sales and $33$57 million of charges under Other charges in the Company’s Consolidated Statements of Operations. Included in the aggregate $42$86 million were charges of $43$100 million for employee separation costs and $8$2 million for exit costs, partially offset by $9$16 million of reversals of accruals no longer needed.
The following table displays the net charges incurred by segment: 
Year ended December 312020
Products and Systems Integration$69 
Software and Services17 
$86 
Year ended December 312017
Products and Systems Integration$32
Services and Software10
 $42
Reorganization of Businesses Accruals
The following table displays a rollforward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2017 to December 31, 2017:
 Accruals at
January 1
 Additional
Charges
 Adjustments Amount
Used
 Accruals at
December 31
Exit costs$7
 $8
 $
 $(6) $9
Employee separation costs94
 43
 (9) (87) 41
 $101
 $51
 $(9) $(93) $50
Exit Costs
At January 1, 2017, the Company had $7 million accrual for exit costs. There were $8 million of additional charges in 2017. The $6 million used in 2017 reflects cash payments. The remaining accrual of $9 million, which the current portion was included in Accrued liabilities and the non-current portion was included in Other liabilities in the Company’s Consolidated Balance Sheet at December 31, 2017, primarily represented future cash payments for lease obligations.



Accruals at
January 1, 2020
Additional
Charges
AdjustmentsAmount
Used
Accruals at
December 31, 2020
$78 $102 $(16)$(85)$79 
Employee Separation Costs
At January 1, 2017,2020, the Company had an accrual of $94$78 million for employee separation costs. The additional 20172020 charges of $43$102 million represent severance costs for approximately an additional 4001,200 employees, of which 100800 were direct employees and 300400 were indirect employees. The adjustments of $9$16 million reflect reversals of accruals no longer needed. The $87$85 million used in 20172020 reflects cash payments to severed employees. The remaining accrual of $41$79 million was included in Accrued liabilities in the Company’s Consolidated Balance Sheet at December 31, 2017.2020.
20162019 Charges
During 2016,2019, the Company recorded net reorganization of business charges of $140$57 million, including $43$17 million of charges in Costs of sales and $97$40 million of charges in Other charges in the Company’s Consolidated Statements of Operations. Included in the aggregate $140$57 million are charges of: (i) $120of $64 million for employee separation costs (ii) a $17 million building impairment charge, (iii)and $5 million of charges for exit costs, and (iv) $3 million for the impairment of corporate aircraft, partially offset by $5$12 million of reversals for accruals no longer needed.
94


The following table displays the net charges incurred by segment:
Year ended December 312019
Products and Systems integration$45 
Software and Services12 
$57 

Year ended December 312016
Products and Systems integration$107
Services and Software33
 $140
The following table displays a rollforward of the reorganization of businesses accruals established for exit costs and employee separation costs, including those related to discontinued operations which were maintained by the Company after the sale of the Enterprise business, from January 1, 2016 to December 31, 2016: 
 Accruals at
January 1
 Additional
Charges
 Adjustments Amount
Used
 Accruals at
December 31
Exit costs$9
 $5
 $(1) $(6) $7
Employee separation costs51
 120
 (4) (73) 94
 $60
 $125
 $(5) $(79) $101
Exit Costs
At January 1, 2016, the Company had $9 million accrual for exit costs. There were $5 million of additional charges in 2016. The $6 million used in 2016 reflects cash payments. The remaining accrual of $7 million, which the current portion was included in Accrued liabilities and the non-current portion was included in Other liabilities in the Company’s Consolidated Balance Sheet at December 31, 2016, primarily represented future cash payments for lease obligations.
Employee Separation Costs
At January 1, 2016, the Company had an accrual of $51 million for employee separation costs. The additional 2016 charges of $120 million represent severance costs for approximately an additional 1,300 employees, of which 400 were direct employees and 900 were indirect employees. The adjustments of $4 million reflect of reversals of accruals no longer needed. The $73 million used in 2016 reflects cash payments to these severed employees. The remaining accrual of $94 million was included in Accrued liabilities in the Company’s Consolidated Balance Sheet at December 31, 2016.
14.15.      Intangible Assets and Goodwill
The Company accounts for acquisitions using purchase accounting with the results of operations for each acquiree included in the Company’s consolidated financial statements for the period subsequent to the date of acquisition.
Avigilon CorporationRecent Acquisitions
On March 28, 2018,December 16, 2021, the Company completed the acquisition of Avigilon Corporation, aacquired 911 Datamaster, an NG911 data solutions provider, of advanced security and video solutions including video analytics, network video management hardware and software, video cameras and access control solutions. The purchase price of $974for $35 million, consisted of cash payments of $980 million for outstanding common stock, restricted stock units and employee held stock options, net of cash acquired of $107 million, debt assumed of $75 million and transaction costs of $26 million. Prior toacquired. In addition, the end of the first quarter, $35 million of the assumed debt was repaid with the remaining $40 million repaid during the second quarter of 2018.
The acquisition of Avigilon has been accounted forCompany issued restricted stock at fair value as of the acquisition date, based on thea fair value of $3 million to certain key employees that will be expensed over a service period of two years. This acquisition reinforces Motorola Solutions’ commitment to being a leader in command center solutions and further supports 911 call centers’ unique organizational workflows as they transition to NG911 technologies. As the totalpurchase accounting is not yet complete, the Company recognized $36 million of goodwill, representing the excess of the purchase price over acquired net liabilities of $1 million as of December 31, 2021. The final allocation of purchase consideration transferred which has been attributedamong income tax accounts, intangible assets, net liabilities and goodwill may be subject to allchange. The goodwill is deductible for tax purposes. The business is a part of the Software and Services segment.
On October 29, 2021, the Company acquired Envysion, a leader in enterprise video security and business analytics, for $124 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $1 million to certain key employees that will be expensed over a service period of one year. This acquisition expands the Company's presence in the industry and reinforces the Company's strategy as a global leader in end-to-end video security solutions within Video Security and Access Control. The Company recognized $80 million of goodwill, $37 million of identifiable intangible assets, acquired and liabilities assumed$7 million of net assets. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $26 million of customer relationships, $6 million of developed technology, and measured at fair value.$5 million of trade names that will be amortized over a period of fifteen, four, and nine years, respectively. The business is a part of both the Products and Systems Integration segment and the Software and Services segment. The purchase accounting is not yet complete and as such, the final allocation between deferredamong income tax accounts, intangible assets, net assets and goodwill may be subject to change. The following table summarizes fair values of assets acquired and liabilities assumed as of the March 28, 2018 acquisition date:


Accounts receivable, net $67
Inventory 93
Other current assets 18
Property, plant and equipment, net 33
Deferred income taxes 4
Accounts payable (21)
Accrued liabilities (28)
Deferred income tax liabilities (124)
Goodwill 434
Intangible assets 498
   Total consideration $974
Acquired intangible assets consist of $110 million of customer relationships, $380 million of developed technology and $8 million of trade names and will have useful lives of two to 20 years. The fair values of all intangible assets were estimated using the income approach. Customer relationships and developed technology were valued under the excess earnings method which assumes that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable specifically to the intangible asset. Trade names were valued under the relief from royalty method, which assumes value to the extent that the acquired company is relieved of the obligation to pay royalties for the benefits received from them.
 Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. Goodwill is not deductible for tax purposes.
The pro forma effect of this acquisition is not significant.
Other Acquisitions
On April 9, 2018,July 15, 2021, the Company completed the acquisition ofacquired Openpath, a cloud-based mobile access control provider of two-way radio communications for a purchase price of $11$298 million, recognizing $7 million of identifiable intangible assets, which will be amortized over a period of seven years. The results of operations for this acquisition have been included in the Company’s Consolidated Statements of Operations subsequent to the acquisition date. 
On March 7, 2018, the Company completed the acquisition of Plant Holdings, Inc., the parent company of Airbus DS Communications for a purchase price of $237 million; net of cash acquired. In addition, the Company issued restricted stock at a fair value of $29 million to certain key employees that will be expensed over an average service period of three years. The transaction also includes the potential for the Company to make earn-out payments of up to $40 million based on Openpath's achievement of certain financial targets from January 1, 2022 through December 31, 2022. The Company estimated there will be no payout related to the earn-out payments. This acquisition will expandexpands the Company's software portfolio in the command center with additionalability to combine video security and access control solutions for Next Generation 9-1-1.within Video Security and Access Control to help support enterprise customers. The Company recognized $151$234 million of goodwill, $80$73 million of identifiable intangible assets, and $6$9 million of net assets. Goodwillliabilities. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $41$57 million of customer-related intangibles, $27developed technology and $16 million of completed technology and $12 million of trade names. The identifiable intangible assetscustomer relationships that will be amortized over a period of 10 to 20 years.sixteen and two years, respectively. The business is a part of both the Products and Systems Integration segment and the Software and Services segment. The purchase accounting is not yet complete and as such, the final allocation between deferredamong income tax accounts, net liabilities and goodwill may be subject to change.
On August 28, 2017,2020, the Company completedacquired Callyo, a cloud-based mobile applications provider for law enforcement in North America for $63 million, inclusive of share-based compensation withheld at a fair value of $3 million that will be expensed over an average service period of two years. The acquisition was settled with $61 million in cash, net of cash acquired. This acquisition adds to Motorola Solutions’ existing Command Center Software suite critical mobile technology capabilities that enable information to flow seamlessly from the acquisition of Kodiak Networks, a provider of broadband push-to-talk for commercial customers, for a purchase price of $225 million. As a result offield to the acquisition, thecommand center. The Company recognized $191$38 million of goodwill, $44$31 million of identifiable intangible assets, and $10$8 million of acquirednet liabilities. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $25$27 million of customer-related intangiblescustomer relationships and $19$4 million of developed technology that will be amortized over a period of fourteen and seven years, respectively. The business is part of the Software and Services segment. The purchase accounting was completed as of the first quarter of 2021.
On July 31, 2020, the Company acquired Pelco, a global provider of video security solutions for a purchase price of $110 million. The acquisition was settled with $107 million of cash, net of cash acquired. The acquisition demonstrates Motorola Solutions’ continued investment in Video Security and Access Control, adding a broad range of products that can be used in a variety of commercial and industrial environments and use cases. The Company recognized $38 million of goodwill, $30 million of identifiable intangible assets, and $39 million of net assets. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $23 million of customer relationships, $4 million of developed technology, and $3 million of trade names that will be amortized over a period of fifteen, two, and five years, respectively. The business is a part of both the Products and Systems Integration segment and the Software and Services segment. The purchase accounting was completed as of the third quarter of 2021.
95


On June 16, 2020, the Company acquired IndigoVision for a purchase price of $37 million. The acquisition was settled with $35 million of cash, net of cash acquired and debt assumed. The acquisition complements the Company's Video Security and Access Control technology, providing enhanced geographical reach across a wider customer base. The Company recognized $18 million of goodwill, $22 million of identifiable intangible assets, and $5 million of net liabilities. The goodwill is not deductible for tax purposes. The identifiable intangible asset was classified as $22 million of customer relationships that will be amortized over a period of eleven years. The business is a part of both the Products and Systems Integration and Software and Services segments. The purchase accounting was completed as of the second quarter of 2021.
On April 30, 2020, the Company acquired a cybersecurity services business for a purchase price of $32 million of cash, net of cash acquired. The Company recognized $23 million of goodwill, $10 million of identifiable intangible assets and $1 million of net liabilities. The goodwill is deductible for tax purposes. The identifiable intangible assets were classified as $8 million of customer relationships and $2 million of developed technology that will be amortized over a period of twelve years and three years, respectively. The acquisition expands the Company’s ability to assist customers with cybersecurity needs through vulnerability assessments, cybersecurity consulting, and managed services including security monitoring of network operations. The business is a part of the Software and Services segment. The purchase accounting was completed as of the first quarter of 2021.
On March 3, 2020, the Company acquired a cybersecurity services business for $40 million, inclusive of share-based compensation withheld at a fair value of $6 million that will be expensed over a service period of two years. The acquisition was settled with $33 million of cash, net of cash acquired. The Company recognized $28 million of goodwill, $7 million of intangible assets and $2 million of net liabilities. The goodwill is not deductible for tax purposes. The identifiable intangible asset of $7 million was classified as a customer relationship that will be amortized over a period of thirteen years. The acquisition expands the Company’s ability to assist customers with cybersecurity needs through vulnerability assessments, cybersecurity consulting, managed services and remediation and response capabilities. The business is a part of the Software and Services segment. The purchase accounting was completed as of the first quarter of 2021.
On October 16, 2019, the Company acquired a data solutions business for vehicle location information for a purchase price of $85 million in cash, net of cash acquired. The acquisition enhances the Company's Video Security and Access Control technology by adding data to the Company’s existing LPR database within the Software and Services segment. The Company recognized $54 million of goodwill, $28 million of identifiable intangible assets, and $3 million of net assets. The goodwill is deductible for tax purposes. The identifiable intangible assets were classified as $22 million of customer relationships and $6 million of developed technology and will be amortized over a period of 13 to 16 years.sixteen years and five years, respectively. The purchase accounting was completed as of the fourth quarter of 2020.
On March 13, 2017,July 11, 2019, the Company completed theacquired WatchGuard, a provider of in-car and body-worn video solutions for $271 million, inclusive of share-based compensation withheld at a fair value of $16 million that will be expensed over an average service period of two years. The acquisition of Interexport, a managed service provider for communications systems to public safety and commercial customers in Chile, for a purchase price of $98 billion Chilean pesos, or approximately $147 million U.S. dollars based on cash payments of $55was settled with $250 million, net of cash acquired,acquired. The acquisition expands the Company's Video Security and assumed liabilitiesAccess Control technology. The business is part of $92 million, primarily related to capital leases. As a result ofboth the acquisition, theProducts and Systems Integration and Software and Services segments. The Company recognized $61$156 million of goodwill, $63 million of identifiable intangible assets, $70 million of acquired property, plant and equipment and $16$31 million of net other tangible assets. The estimatedgoodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $56$33 million of customer-related intangiblescustomer relationships and $5$30 million of otherdeveloped technology that will be amortized over a period of thirteen years and seven years, respectively. The purchase accounting was completed as of the third quarter of 2020.
On March 11, 2019, the Company acquired Avtec, a provider of dispatch communication equipment for U.S. public safety and commercial customers for a purchase price of $136 million in cash, net of cash acquired. This acquisition expands the Company's commercial portfolio with new capabilities, allowing it to offer an enhanced platform for customers to communicate, coordinate resources, and secure their facilities. The business is part of both the Products and Systems Integration and Software and Services segments. The Company recognized $68 million of goodwill, $64 million of identifiable intangible assets, and $4 million of net assets. The goodwill is deductible for tax purposes. The identifiable intangible assets were classified as $43 million of developed technology and $21 million of customer relationship intangibles and will be amortized over a period of sevenfifteen years. The purchase accounting was completed as of the third quarter of 2019.
On November 10, 2016,January 7, 2019, the Company completed the acquisition of Spillman Technologies, Inc.,announced that it acquired VaaS, a company that is a global provider of comprehensive law enforcementdata and public safety software solutions,image analytics for vehicle location for $445 million, inclusive of share-based compensation withheld at a fair value of $38 million that will be expensed over an average service period of one year. The acquisition was settled with $231 million of cash, net of cash acquired, and 1.4 million of shares issued at a fair value of $160 million for a purchase price of $221 million. As a result$391 million to be utilized in the purchase price allocation. The business is part of both the acquisition, theProducts and Systems Integration and Software and Services segments. The Company recognized $144$261 million of goodwill, $115$141 million of identifiable intangible assets, and $38$11 million of acquirednet liabilities. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $49$99 million of completeddeveloped technology $59 million of customer-related intangibles, and $7 million of other intangibles and will be amortized over a period of seven to ten years.
On February 19, 2016, the Company completed the acquisition of Guardian Digital Communications Limited, a holding company of Airwave Solutions Limited, the largest private operator of a public safety network in the world. All of the outstanding equity of Airwave was acquired for the sum of £1, after which the Company invested into Airwave £698 million, net of cash acquired, or approximately $1.0 billion, to settle all third party debt. As a result of the acquisition, the Company recognized $875 million of identifiable intangible assets, $191 million of goodwill, and $16 million of net other tangible assets. As part of the


acquisition, the Company recorded $82 million of deferred consideration, which was paid during the fourth quarter of 2018. The identifiable intangible assets were classified as $846 million of customer relationships and $29 million of trade names. All intangibles have a useful life of seven years, over which amortization expense will be recognized on a straight line basis.
During the year ended December 31, 2016, the Company completed the acquisition of several software and service-based providers for a total of $30 million, recognizing $6 million of goodwill, $15 million of intangible assets, and $9 million of tangible net assets related to these acquisitions. Under the preliminary purchase accounting, the $15 million of identifiable intangible assets were classified as: (i) $7 million of completed technology and (ii) $8 million of customer-related intangibles and will be amortized over a period of five years. During the first quarter of 2017, the Company completed the purchase accounting and recorded an additional $11 million completed technology intangible asset that will be amortized over a period of eightten years and $42 million of customer relationship intangibles that will be amortized over a period of fifteen years. The purchase accounting was completed as of the first quarter of 2020.
The results of operations for these acquisitions have been included in the Company’s Consolidated Statements of Operations subsequent to the acquisition date. The pro forma effects of these acquisitions are not significant individually or in the aggregate.
On January 7, 2019, the Company completed the acquisition of VaaS, a data and image analytics company based in Livermore, California and Fort Worth, Texas for a total consideration, including contingent consideration, of $445 million in a combination of cash and equity. The acquisition of VaaS enables the Company to expand on its command center software portfolio to help shorten response times and improve the speed and accuracy of investigations. As of the date of issuance of the Company's financial statements, the purchase accounting has not been completed.
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Intangible Assets
Amortized intangible assets are comprised of the following:
20212020
2018 2017
December 31Gross
Carrying
Amount
 Accumulated
Amortization
 Gross
Carrying
Amount
 Accumulated
Amortization
December 31 (in millions)December 31 (in millions)Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Intangible assets:       Intangible assets:
Completed technology$558
 $92
 $148
 $55
Developed technologyDeveloped technology$828 $278 $766 $210 
Patents2
 2
 2
 2
Patents2 2 
Customer-related1,085
 364
 977
 242
Customer-related1,367 836 1,335 685 
Other intangibles74
 31
 56
 23
Other intangibles82 58 78 50 
$1,719
 $489
 $1,183
 $322
$2,279 $1,174 $2,181 $947 
Amortization expense on intangible assets, which is included within Other charges in the Consolidated Statements of Operations, was $188$236 million, $151$215 million, and $113$208 million for the years ended December 31, 2018, 2017,2021, 2020, and 2016,2019, respectively. As of December 31, 2018,2021, future amortization expense is estimated to be $187$238 million in 2019, $1832022, $129 million in 2020, $1812023, $99 million in 2021, $1782024, $88 million in 2022,2025, and $81 million in 2023.2026.
Amortized intangible assets, excluding goodwill, were comprised of the following by segment:
20212020
December 31 (in millions)December 31 (in millions)Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Products and Systems IntegrationProducts and Systems Integration$766 $184 $692 $129 
Software and ServicesSoftware and Services1,513 990 1,489 818 
2018 2017 $2,279 $1,174 $2,181 $947 
Gross
Carrying
Amount
 Accumulated
Amortization
 Gross
Carrying
Amount
 Accumulated
Amortization
Products and Systems Integration$510
 $38
 $12
 $8
Services and Software1,209
 451
 1,171
 314
$1,719
 $489
 $1,183
 $322
Goodwill
The following table displays a rollforward of the carrying amount of goodwill, net of impairment losses, by segment from January 1, 20172020 to December 31, 2018:
2021:
 Products and Systems Integration Services and Software Total
Balance as of January 1, 2017$347
 $381
 $728
Goodwill acquired14
 177
 191
Purchase accounting adjustments
 2
 2
Foreign currency translation1
 16
 17
Balance as of December 31, 2017$362
 $576
 $938
Goodwill acquired360
 225
 585
Purchase accounting adjustments
 1
 1
Foreign currency translation
 (10) (10)
Balance as of December 31, 2018$722
 $792
 $1,514
During the second quarter of 2018, the Company modified its internal reporting structure to better align the way financial information is reported to and analyzed by executive leadership, in part, as a result of recent acquisitions contributing to the growth within the newly-aligned Services and Software segment. Previously, the Company had two reporting segments: Products and Services. The changes in reporting structure consist of Systems Integration-related revenue and costs moving from the old Services segment into the newly-presented Products and Systems Integration segment and software-related revenue and costs moving from the old Products segment into the newly-presented Services and Software segment.
(in millions)Products and Systems IntegrationSoftware and ServicesTotal
Balance as of January 1, 2020$973 $1,094 $2,067 
Goodwill acquired46 100 146 
Foreign currency translation— 
Balance as of December 31, 2020$1,019 $1,200 $2,219 
Goodwill acquired218 131 349 
Purchase accounting adjustments(1)(1)(2)
Foreign currency translation— (1)(1)
Balance as of December 31, 2021$1,236 $1,329 $2,565 
The Company conducts its annual assessment of goodwill for impairment in the fourth quarter of each year. The goodwill impairment assessment is performed at the reporting unit level. A reporting unitlevel which is an operating segment or one level below an operating segment.
The Company performed a qualitative assessment to determine whether it was more-likely-than-not that the fair value of each reporting unit was less than its carrying amount for the fiscal years 2018, 2017,2021, 2020, and 2016.2019. In performing this qualitative assessment the Company assessed relevant events and circumstances including macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, changes in share price, and entity-specific events. For fiscal years 2018, 2017,2021, 2020, and 2016,2019, the Company concluded it was more-likely-than-not that the fair value of each reporting unit exceeded its carrying value. Therefore, the two-stepa quantitative goodwill impairment test was not required and there was no impairment of goodwill.

15.
97


16.    Valuation and Qualifying Accounts
The following table presents the valuation and qualifying account activity for the years ended December 31, 2018, 2017,2021, 2020, and 2016:2019:
Balance at
Beginning of Period
Charged to
Earnings
UsedAdjustments*Balance at
End of Period
2021
Allowance for credit losses$75 $22 $(26)$(1)$70 
2020
Allowance for credit losses63 47 (34)(1)75 
2019
Allowance for credit losses51 39 (26)(1)63 
 Balance at
January 1
 Charged to
Earnings
 Used Adjustments* Balance at
December 31
2018         
Allowance for doubtful accounts$45
 $37
 $(30) $(1) $51
Inventory reserves133
 22
 (12) 
 143
2017         
Allowance for doubtful accounts44
 16
 (16) 1
 45
Inventory reserves131
 21
 (19) 
 133
2016         
Allowance for doubtful accounts28
 44
 (26) (2) 44
Inventory reserves142
 20
 (33) 2
 131
* Adjustments include translation adjustments



16.    Quarterly and Other Financial Data (unaudited)
98
 2018 2017
  
1st 2nd 3rd 4th 1st 2nd 3rd 4th
Operating Results               
Net sales$1,468
 $1,760
 $1,862
 $2,254
 $1,281
 $1,497
 $1,645
 $1,957
Costs of sales799
 938
 961
 1,166
 711
 807
 851
 987
Gross margin669
 822
 901
 1,088
 570
 690
 794
 970
Selling, general and administrative expenses279
 316
 323
 337
 244
 254
 259
 267
Research and development expenditures152
 162
 158
 165
 135
 138
 141
 155
Other charges67
 71
 126
 70
 18
 37
 47
 45
Operating earnings171
 273
 294
 516
 173
 261
 347
 503
Net earnings (loss)*117
 180
 247
 423
 77
 131
 212
 (575)
Per Share Data (in dollars)               
Net earnings (loss)*:               
Basic earnings per common share$0.73
 $1.11
 $1.52
 $2.58
 $0.47
 $0.80
 $1.30
 $(3.56)
Diluted earnings per common share0.69
 1.05
 1.43
 2.44
 0.45
 0.78
 1.25
 (3.56)
Dividends declared$0.52
 $0.52
 $0.52
 $0.57
 $0.47
 $0.47
 $0.47
 $0.52
Dividends paid0.52
 0.52
 0.52
 0.52
 0.47
 0.47
 0.47
 0.47
Stock prices               
High$110.29
 $118.37
 $130.34
 $133.97
 $87.00
 $89.15
 $93.75
 $95.30
Low$89.18
 $103.18
 $114.95
 $108.25
 $76.92
 $79.63
 $82.86
 $84.56

* Amounts attributable to Motorola Solutions, Inc. common shareholders.





Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) andor 15d-15(e) under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), as of December 31, 2021 (the "Evaluation Date"), the end of the period covered by this annual report (the “Evaluation Date”).Form 10-K. Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to Motorola Solutions, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reportsSEC reports: (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to Motorola Solutions’ management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting.
Motorola Solutions’The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2018,2021, using the criteria set forth in the Internal Control—IntegratedControl-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, management has concluded that our internal control over financial reporting iswas effective as of December 31, 2018.
On March 28, 2018 the Company completed the acquisition of Avigilon Corporation. As permitted for recently acquired businesses, management has excluded the acquired business from its assessment of internal control over financial reporting. The excluded Avigilon Corporation business represents 12.6% of total assets and 5.2% of net sales related to the consolidated financial statements amounts, as of and for the year ended December 31, 2018.2021. 
The Company’s independent registered public accounting firm, KPMGPricewaterhouseCoopers LLP, has issued aan attestation report on the Company’s internal control over financial reporting. The report on the audit of internal control over financial reporting appears in Part II, Item 8 of this Form 10-K.
Changes in Internal Control Over Financial Reporting.
Effective January 1, 2018, we adopted the new revenue standard ASC 606. We have implemented new accounting processes related to revenue recognition and related disclosures, including related control activities. There have been no changes in our internal control over financial reporting that occurred during theour most recent fiscal quarter ended December 31, 2018, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Item 9B. Other Information
None.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ToDuring the Stockholdersfourth quarter of 2021 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 reportingeffective 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,January 1, 2022, 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 byand Kelly Mark entered into a Service Agreement upon Mr. Mark’s retirement from the Committee of Sponsoring Organizations ofCompany (the “Service Agreement”). As previously announced, Mr. Mark, the Treadway Commission.
We also have audited, in accordance withCompany’s former Executive Vice President, Software and Services, stepped down from his position leading the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheetsSoftware and Services segment of the Company as ofeffective June 1, 2021, and retired from the Company effective December 31, 2018 and 2017,2021. Pursuant to 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 isService Agreement, Mr. Mark will continue 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 respectprovide consulting services to the Company until January 1, 2023 (with an option to renew his services). As compensation for Mr. Mark’s services, Mr. Mark will be allowed to continue his medical benefits as described in accordance with the U.S. federal securities laws and the applicable rules and regulationsService Agreement. The foregoing description of the Securities and Exchange Commission and the PCAOB.
We conducted our auditService Agreement is qualified 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) pertainits entirety by reference to the maintenancefull text of recordssuch agreement, a copy of which is filed as Exhibit 10.53 to this Form 10-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions 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.Prevent Inspections
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.Not applicable.
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Chicago, Illinois
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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 incorporatesis 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, incorporatesis incorporated herein by reference to the information under the caption “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 ofelectronically and without charge upon request toby contacting Investor Relations Motorola Solutions, Inc., Corporate Offices, 500 W. Monroe Street, Chicago, Illinois 60661, E-mail:at 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’The 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 incorporatesis 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 incorporatesis 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 incorporatesis incorporated herein by reference to the relevant information under the captioncaptions “Related Person Transaction Policy and Procedures” and “Independence” of the Proxy Statement.

Item 14. Principal Accounting Fees and Services
The response to this Item incorporatesis incorporated by reference to the information under the captioncaptions “Audit Committee Matters - Independent Registered Public Accounting Firm Fees” and “Audit Committee Matters - Audit Committee Pre-Approval Policies” of the Proxy Statement.

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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 10.610.5 through 10.61,10.53 listed in the attachedthis Exhibit Index are management contracts or compensatory plans or arrangements required to be filed as exhibits to this form by Item 15(b) hereof.
Master Acquisition Agreement, dated April 14, 2014, by and between Motorola Solutions, Inc. and Zebra Technologies, Inc. (incorporated by reference to Exhibit 2.1 to Motorola Solutions’ Current Report on Form 8-K filed on April 16, 2014 (File No. 1-7221)).
Share Purchase Agreement, dated December 3, 2015, by and between Motorola Solutions, Inc., Motorola Solutions Overseas Limited, and Guardian Digital Communications Holdings Limited (incorporated by reference to Exhibit 1.1 to Motorola Solutions’ Current Report on 8-K filed on December 3,  2015 (File 1-17221)).
Arrangement Agreement, dated February 1, 2018, betweenamong 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).

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).
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).
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).
Amended and Restated Bylaws of Motorola Solutions, Inc. as of November 13, 2014August 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).
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’sRegistrant's Registration Statement on Form S-3 datedfiled on September 25, 1995 (Registration No. 33-62911))1995).
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).
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).
Indenture, dated as of August 25, 2015September 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 20202024 (incorporated by reference to Exhibit 10.110.2 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.
Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1(e) to Motorola Solutions, Inc.'s Annual Report on Form 10-K filed on February 12, 2021).
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)).
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).
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)).


Tax Sharing 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 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)).
101


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)).
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).
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).
March 9, 2017 Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee Performance-ContingentPerformance Contingent Stock Options (non-CEO)(CEO) (incorporated by reference to Exhibit 10.810.4 to Motorola Solutions' QuarterlySolutions, Inc.'s Current Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221))8-K filed on August 26, 2015).
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).
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).
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).
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).
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).
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).
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).
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).
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)).
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)).
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)).
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).
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).
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)).
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)).
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 MotorolaSolutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-7221))2010).


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).
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)).
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Section 16 Officers on or after March 9, 2017 (incorporated by reference to Exhibit 10.5 to Motorola Solutions’ Quarterly Report on Form 10-Q filed for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
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’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (File No. 1-7221))April 1, 2017).
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).
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Appointed Vice Presidents and Elected Officers from March 9, 2017 to February 14, 2018 (incorporated by reference to Exhibit 10.3 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers from February 3, 2014 to March 8, 2017 (incorporated by reference to Exhibit 10.19 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 1-7221)).
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Employees on or after February 15, 2018 (incorporated by reference to Exhibit 10.3 to Motorola Solutions’Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 (File No. 1-7221))2018).
Form of Motorola Solutions, Inc. RestrictedPerformance Stock Unit Award Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Employees from March 9, 2017 tonon-Section 16 Officers on or after February 14, 201811, 2021 (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))3, 2021).
Form of Motorola Solutions, Inc. AmendedPerformance Stock Unit Award Document-Terms and Conditions RelatedAgreement for grants to Employee Nonqualified Stock Options and Addendum ASection 16 Officers on or after May 13, 2019 (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Stock Appreciation Rights, relating to’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2019).
102


Form of Motorola Solutions, Omnibus Incentive Plan of 2006Inc. Performance Stock Unit Award Agreement for a grantgrants to Section 16 Officers on or after February 22, 2011 to Gregory Q. Brown.11, 2021 (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 2, 2011 (File No. 1-7221))3, 2021).
Form of Motorola Solutions, Inc. Performance Stock Unit Award Document-Terms and Conditions RelatedAgreement for grants 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. Brownor after May 13, 2019 (incorporated by reference to Exhibit 10.2410.2 to Motorola Solutions’ AnnualSolutions, Inc.’s Quarterly Report on Form 10-K10-Q for the fiscal yearquarter ended December 31, 2010 (File No. 1-7221))June 29, 2019).
Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Gregory Q. Brown on or after February 11, 2021 (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2021).
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).
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)).
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).
Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee Performance-Contingent Stock Options (CEO) (incorporated by reference to Exhibit 10.4 to Motorola Solutions’ Current Report on Form 8-K filed on August 26, 2015 (File No. 1-7221)).
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)).
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)).
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).
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).
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).
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).
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).
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)).
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).
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)).
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)).
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).
Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 11, 20152021 (incorporated by reference to Exhibit 10.510.1 to Motorola Solutions’Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2015 (File No. 1-7221))3, 2021).
2018-2020Motorola 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).
2019-2021 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February 15, 201814, 2019 (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))30, 2019).
2017-20192020-2022 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February 16, 201713, 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 1, 2017 (File No. 1-7221))March 28, 2020).
2016-20182021-2023 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restatedapproved on February 18, 201611, 2021 (incorporated by reference to Exhibit No. 10.110.5 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))3, 2021).


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Motorola Solutions Management Deferred Compensation Plan (As Amended and Restated Effective as of June 1, 2013) (incorporated by reference to Exhibit 10.1 to Motorola Solutions'Solutions, Inc.'s Current Report on Form 8-K filed on June 5, 2013 (File No. 1-7221))2013).
Motorola Solutions Management Deferred Compensation Plan, as amended and restated effective as of December 1, 2010, as amended January 4, 2011 (incorporated by reference to Exhibit 10.57 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
10.60
Motorola Solutions, Inc. 2011 Senior Officer Change in Control Severance Plan, as amended and restated November 13, 2014 (incorporated by reference to Exhibit No. 10.54 to Motorola Solutions’Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 1-7221))2014).
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).
Arrangement for directors’ fees for non-employee directors (description incorporated by reference from the information under the caption “How theour Directors are Compensated” of Motorola Solutions’Solutions Inc.’s Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders heldShareholders filed on May 14, 2018April 1, 2021 (“Motorola Solutions’ Proxy Statement”)).
Description of Insuranceinsurance 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”“How our Directors are Compensated” of the Motorola Solutions’ Proxy Statement, filed March 27, 2017, and incorporated by reference to Exhibit 10.210.1 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))3, 2021).
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).
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).
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)).).
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).
Service Agreement, effective as of January 1, 2022, by and between Motorola Solutions, Inc. and Kelly Mark.
Revolving Credit Agreement, dated as of April 25, 2017March 24, 2021, 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))March 25, 2021).
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).
Investment Agreement, by anddated 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 AugustSeptember 5, 2015 (file No. 1-7221))2019).
Statement regarding Computation of Ratio of Earnings to Fixed Charges.
Subsidiaries of Motorola Solutions, Inc.
Consent of Independent Registered Public Accounting Firm, see page 105 of the Annual Report on Form 10-K of which this Exhibit Index is a part.
Firm.
Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Gino A. BonanotteJason J. Winkler pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Gino A. BonanotteJason J. Winkler pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Scheme Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
 104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith
** Confidential treatment has been requested for portions of this agreementFurnished herewith



(b)Exhibits:

(b)Exhibits:
See Item 15(a) 3 above.



104
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of DirectorsItem 16. Form 10-K Summary
Motorola Solutions, Inc.:None.
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.
105
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.

kpmga08.jpg    
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, 201916, 2022
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.
SignatureTitleDate
/S/  GREGORY Q. BROWN        Chairman and Chief Executive OfficerFebruary 16, 2022
    Gregory Q. Brownand Director
(Principal Executive Officer)
/S/ JASON J. WINKLERExecutive Vice President andFebruary 16, 2022
Jason J. WinklerChief Financial Officer
(Principal Financial Officer)
/S/  DAN PEKOFSKECorporate Vice President andFebruary 16, 2022
Dan PekofskeChief Accounting Officer
(Principal Accounting Officer)
SignatureTitleDate
/S/  GREGORY Q. BROWN        Chairman and Chief Executive OfficerFebruary 15, 2019
    Gregory Q. Brown
and Director
(Principal Executive Officer)
/S/ GINO A. BONANOTTEExecutive Vice President andFebruary 15, 2019
Gino A. Bonanotte
Chief Financial Officer
(Principal Financial Officer)
/S/  DAN PEKOFSKECorporate Vice President andFebruary 15, 2019
Dan Pekofske
Chief Accounting Officer
(Principal Accounting Officer)
/S/  KENNETH D. DENMANDirectorFebruary 15, 201916, 2022
Kenneth D. Denman
/S/  EGON P. DURBANDirectorFebruary 15, 201916, 2022
Egon P. Durban
DirectorFebruary 16, 2022
Ayanna M. Howard
/S/  CLAYTON M. JONESDirectorFebruary 15, 201916, 2022
Clayton M. Jones
/S/  JUDY C. LEWENTDirectorFebruary 15, 201916, 2022
Judy C. Lewent
/S/  GREGORY K. MONDREDirectorFebruary 15, 201916, 2022
Gregory K. Mondre
/S/  ANNE R. PRAMAGGIOREDirectorFebruary 15, 2019
Anne R. Pramaggiore
/S/  SAMUEL C. SCOTT IIIDirectorFebruary 15, 2019
Samuel C. Scott III
/S/  JOSEPH M. TUCCIDirectorFebruary 15, 201916, 2022
Joseph M. Tucci


106